0001104659-20-065547.txt : 20200522
0001104659-20-065547.hdr.sgml : 20200522
20200522205652
ACCESSION NUMBER: 0001104659-20-065547
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20200520
FILED AS OF DATE: 20200522
DATE AS OF CHANGE: 20200522
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: TIMMINS MEGAN C.
CENTRAL INDEX KEY: 0001733798
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39294
FILM NUMBER: 20907750
MAIL ADDRESS:
STREET 1: 600 LEE ROAD
STREET 2: SUITE 100
CITY: WAYNE
STATE: PA
ZIP: 19087
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Assertio Holdings, Inc.
CENTRAL INDEX KEY: 0001808665
STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834]
IRS NUMBER: 850598378
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 100 S. SAUNDERS ROAD
STREET 2: SUITE 300
CITY: LAKE FOREST
STATE: IL
ZIP: 60045
BUSINESS PHONE: (224) 419-7106
MAIL ADDRESS:
STREET 1: 100 S. SAUNDERS ROAD
STREET 2: SUITE 300
CITY: LAKE FOREST
STATE: IL
ZIP: 60045
4
1
a4.xml
4
X0306
4
2020-05-20
0
0001808665
Assertio Holdings, Inc.
ASRT
0001733798
TIMMINS MEGAN C.
C/O ASSERTIO HOLDINGS, INC.
100 SOUTH SAUNDERS ROAD, SUITE 300
LAKE FOREST
IL
60045
0
1
0
0
SVP, Gen Csl & Sec
Common Stock
2020-05-20
4
A
0
190480
A
190480
D
Stock Option (right to buy)
0.60
2020-05-20
4
A
0
211750
A
2030-03-04
Common Stock
211750
211750
D
Common stock of Assertio Holdings, Inc. ("Issuer") acquired at the effective time ("Effective Time") of the transactions contemplated in the Agreement and Plan of Merger, dated as of March 16, 2020 (the "Merger Agreement"), by and among Issuer, Zyla Life Sciences ("Zyla") and the other parties thereto. Pursuant to the Merger Agreement, each share of Zyla common stock issued and outstanding immediately prior to the Effective Time was converted into the right to receive, and became exchangeable for 2.5 shares of Issuer common stock.
Issuer common stock had a market value of approximately $0.80 per share at the close of market immediately prior to the Effective Time. Additionally, all outstanding time-based restricted stock units of Zyla 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 Issuer common stock (rounded to the nearest whole number) equal to the product of (1) 2.5 and (2) the number of shares of Zyla common stock covered by such restricted stock unit.
Totals exclude shares withheld by the Issuer for applicable tax withholdings.
At the Effective Time, each outstanding option to purchase shares of Zyla's common stock, whether vested or unvested, that is outstanding immediately prior to the Effective Time was converted into an option to purchase shares of Issuer 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 Zyla equity plan or in the related award document by reason of the transactions contemplated by the Merger Agreement) as were applicable to such Zyla option as of immediately prior to the Effective Time.
The number of shares of Issuer common stock subject to each such Parent option is equal to (1) the number of shares of Zyla common stock subject to the corresponding Zyla option immediately prior to the Effective Time multiplied by (2) 2.5, rounded, if necessary, to the nearest whole share of Issuer common stock, with an exercise per share (rounded to the nearest whole cent) adjusted as provided in the Merger Agreement.
/s/ Jennifer Hipelius, attorney-in-fact for Megan Timmins
2020-05-22