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