Form Type: 4

SEC EDGAR Link
Accession Number:0001209191-21-065713
Date:2021-11-19
Issuer: FLEXION THERAPEUTICS INC (FLXN)
Original Submission Date:

Reporting Person:

MAHAFFY PATRICK J
C/O FLEXION THERAPEUTICS, INC.
10 MALL ROAD, SUITE 301 BURLINGTON, MA 01803

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
COMMON STOCK 2021-11-19 D 39,824 d $8.50 0 direct
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
STOCK OPTION (RIGHT TO BUY) 17.61 2021-11-19 deemed execution date D 18,000 (d) 2024-03-02 common stock 18,000 $17.61 0 direct
STOCK OPTION (RIGHT TO BUY) 21.85 2021-11-19 deemed execution date D 18,000 (d) 2025-06-16 common stock 18,000 $21.85 0 direct
STOCK OPTION (RIGHT TO BUY) 13.83 2021-11-19 deemed execution date D 18,000 (d) 2026-06-09 common stock 18,000 $13.83 0 direct
STOCK OPTION (RIGHT TO BUY) 20.16 2021-11-19 deemed execution date D 18,000 (d) 2027-06-21 common stock 18,000 $20.16 0 direct
STOCK OPTION (RIGHT TO BUY) 28.14 2021-11-19 deemed execution date D 18,000 (d) 2028-06-19 common stock 18,000 $28.14 0 direct
STOCK OPTION (RIGHT TO BUY) 11.74 2021-11-19 deemed execution date D 18,000 (d) 2029-06-18 common stock 18,000 $11.74 0 direct
STOCK OPTION (RIGHT TO BUY) 11.88 2021-11-19 deemed execution date D 12,500 (d) 2030-06-09 common stock 12,500 $11.88 0 direct
STOCK OPTION (RIGHT TO BUY) 9.22 2021-11-19 deemed execution date D 12,500 (d) 2031-06-23 common stock 12,500 $9.22 0 direct
Footnotes
IDfootnote
f1 pursuant to the agreement and plan of merger, dated as of october 11, 2021, by and among flexion therapeutics, inc. ("issuer"), pacira biosciences, inc. and oyster acquisition company inc. ("purchaser") ("merger agreement"), on november 19, 2021, purchaser merged with and into issuer, with issuer continuing as the surviving corporation ("merger"). at the effective time of the merger, each share of issuer's common stock was cancelled in exchange for (i) $8.50 per share in cash ("cash amount"), plus (ii) one non-transferable contractual contingent value right per share, which represent the right to receive one or more contingent payments of up to $8.00 per share in the aggregate, in cash, upon the achievement of specified milestones on or prior to december 31, 2030 ("cvr payments"). pursuant to the merger agreement, these shares were tendered and disposed of at the offer acceptance time in exchange for the right to receive (i) the cash amount, plus (ii) any cvr payments.
f2 at the effective time of the merger, each outstanding restricted stock unit award ("rsu") was accelerated and became fully vested and was cancelled and converted into the right to receive (i) $8.50 per share of issuer common stock issuable in settlement of such rsu in cash, net of any withholding taxes required to be deducted and withheld by applicable law, plus (ii) any potential cvr payments.
f3 at the effective time of the merger, each outstanding option with an exercise price equal to, or greater than, $9.12 was cancelled without any consideration payable (whether in the form of cash or any potential cvr payments) in respect of such cancelled option.
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