0001104659-20-064794.txt : 20200521
0001104659-20-064794.hdr.sgml : 20200521
20200521163215
ACCESSION NUMBER: 0001104659-20-064794
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20200520
FILED AS OF DATE: 20200521
DATE AS OF CHANGE: 20200521
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Smiley Andrea Heslin
CENTRAL INDEX KEY: 0001703767
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36295
FILM NUMBER: 20902307
MAIL ADDRESS:
STREET 1: 600 LEE ROAD, SUITE 100
CITY: WAYNE
STATE: PA
ZIP: 19087
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Zyla Life Sciences
CENTRAL INDEX KEY: 0001586105
STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834]
IRS NUMBER: 463575334
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 600 LEE ROAD
STREET 2: SUITE 100
CITY: WAYNE
STATE: PA
ZIP: 19087
BUSINESS PHONE: 610-833-4200
MAIL ADDRESS:
STREET 1: 600 LEE ROAD
STREET 2: SUITE 100
CITY: WAYNE
STATE: PA
ZIP: 19087
FORMER COMPANY:
FORMER CONFORMED NAME: Egalet Corp
DATE OF NAME CHANGE: 20130906
4
1
a4.xml
4
X0306
4
2020-05-20
1
0001586105
Zyla Life Sciences
ZCOR
0001703767
Smiley Andrea Heslin
C/O ZYLA LIFE SCIENCES, 600 LEE ROAD,
SUITE 100
WAYNE
PA
19087
1
0
0
0
Common Stock
2020-05-20
4
D
0
26953
D
0
D
Common stock and derivative securities of Zyla Life Sciences ("Issuer") were disposed of pursuant to the Agreement and Plan of Merger, dated as of March 16, 2020 (the "Merger Agreement"), by and among Issuer, Assertio Holdings, Inc. ("Parent"), Assertio Therapeutics, Inc., Alligator Merger Sub, Inc. and Zyla Merger Sub, Inc. ("Merger Sub"), pursuant to which each share of the Issuer's common stock issued and outstanding immediately prior to the effective time of the merger of Merger Sub with and into Issuer (the "Effective Time") was converted into the right to receive, and became exchangeable for, (1) 2.5 shares of Parent common stock for each share of Issuer's common stock and (2) any cash in lieu of fractional shares of Parent common stock. Parent common stock had a market value of approximately $0.80 per share at the close of market immediately prior to the Effective Time.
Includes unvested time-based restricted stock units representing a contingent right to receive 26,953 shares of Issuer common stock upon vesting and settlement of such time-based restricted stock units. At the Effective Time, all outstanding time-based restricted stock units of Issuer were cancelled and, in exchange therefor, each former holder of any such cancelled restricted stock unit has the right to receive a number of shares of fully vested Parent common stock (rounded to the nearest whole number) equal to the product of (1) 2.5 and (2) the number of shares of Issuer common stock covered by such restricted stock unit.
/s/ Megan Timmins, attorney-in-fact for Andrea H. Smiley
2020-05-20