0001104659-20-064799.txt : 20200521
0001104659-20-064799.hdr.sgml : 20200521
20200521163301
ACCESSION NUMBER: 0001104659-20-064799
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: Strobeck Mark
CENTRAL INDEX KEY: 0001599219
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36295
FILM NUMBER: 20902320
MAIL ADDRESS:
STREET 1: 460 EAST SWEDESFORD ROAD
STREET 2: SUITE 1050
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
0001599219
Strobeck Mark
C/O ZYLA LIFE SCIENCES,
600 LEE ROAD, SUITE 100
WAYNE
PA
19087
0
1
0
0
Chief Operating Officer
Common Stock
2020-05-20
4
D
0
180864
D
0
D
Stock Option (right to buy)
1.5
2020-05-20
4
D
0
116400
D
2030-03-04
Common Stock
116400
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 and performance-based restricted stock units representing a contingent right to receive 180,864 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.
At the Effective Time, each outstanding option to purchase shares of Issuer's common stock, whether vested or unvested, that is outstanding immediately prior to the Effective Time, ceased to represent a right to acquire shares of Issuer common stock and was converted, at the Effective Time, into an option to purchase shares of Parent common stock, on the same terms and conditions (including any vesting or forfeiture provisions or repurchase rights, but taking into account any acceleration thereof provided for in the relevant Issuer equity plan or in the related award document by reason of the transactions contemplated by the Merger Agreement) as were applicable to such Issuer option as of immediately prior to the Effective Time.
The number of shares of Parent common stock subject to each such Parent option is equal to (1) the number of shares of Issuer common stock subject to the corresponding Issuer option immediately prior to the Effective Time multiplied by (2) 2.5, rounded, if necessary, to the nearest whole share of Parent common stock, with an exercise per share (rounded to the nearest whole cent) adjusted as provided in the Merger Agreement.
/s/ Megan Timmins, attorney-in-fact for Mark Strobeck
2020-05-20