Statement of Changes in Beneficial Ownership (4)
22 November 2022 - 08:35AM
Edgar (US Regulatory)
FORM 4
[X] Check this box if no longer subject to
Section 16. Form 4 or Form 5 obligations may continue. See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL
OWNERSHIP OF SECURITIES
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APPROVAL
OMB Number: 3235-0287
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Filed pursuant to Section 16(a) of the
Securities Exchange Act of 1934 or Section 30(h) of the Investment
Company Act of 1940
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1. Name
and Address of Reporting Person * Calabrese Jeffrey |
2. Issuer Name and Ticker or Trading
Symbol AERIE PHARMACEUTICALS INC [ AERI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)_____
Director _____
10% Owner
__X__ Officer (give title
below) _____ Other
(specify below)
Vice President of Finance |
(Last)
(First)
(Middle)
C/O AERIE PHARMACEUTICALS, INC., 4301 EMPEROR BLVD., SUITE
400 |
3. Date of Earliest Transaction (MM/DD/YYYY)
11/21/2022
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(Street)
DURHAM, NC 27703
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
|
6. Individual or Joint/Group Filing
(Check Applicable Line) _X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person |
Table I - Non-Derivative Securities Acquired, Disposed of, or
Beneficially Owned
|
1.Title of Security
(Instr. 3) |
2. Trans. Date |
2A. Deemed Execution Date, if any |
3. Trans. Code
(Instr. 8) |
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) |
5. Amount of Securities Beneficially Owned Following
Reported Transaction(s)
(Instr. 3 and 4) |
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4) |
7. Nature of Indirect Beneficial Ownership (Instr.
4) |
Code |
V |
Amount |
(A) or (D) |
Price |
Common Stock |
11/21/2022 |
|
D(1) |
|
18585 |
D |
$15.25 |
0 |
D |
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Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible
securities)
|
1. Title of Derivate Security
(Instr. 3) |
2. Conversion or Exercise Price of Derivative
Security |
3. Trans. Date |
3A. Deemed Execution Date, if any |
4. Trans. Code
(Instr. 8) |
5. Number of Derivative Securities Acquired (A) or
Disposed of (D)
(Instr. 3, 4 and 5) |
6. Date Exercisable and Expiration Date |
7. Title and Amount of Securities Underlying
Derivative Security
(Instr. 3 and 4) |
8. Price of Derivative Security
(Instr. 5) |
9. Number of derivative Securities Beneficially
Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct
(D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr.
4) |
Code |
V |
(A) |
(D) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
Stock Option (right to buy) |
$11.02 |
11/21/2022 |
|
D (2) |
|
|
6257 |
(2) |
11/1/2031 |
Common Stock |
6257 |
$4.23 |
0 |
D |
|
Stock Option (right to buy) |
$8.36 |
11/21/2022 |
|
D (2) |
|
|
20774 |
(2) |
7/1/2032 |
Common Stock |
20774 |
$6.89 |
0 |
D |
|
Explanation of
Responses: |
(1) |
Each of the reported shares
of common stock of the Company (each a "Share" or, collectively,
the "Shares"), including any Shares of restricted stock, was, at
the Effective Time (defined below), cancelled and converted into
the right to receive $15.25 in cash (the "Merger Consideration")
without interest and subject to any applicable withholding
taxes. |
(2) |
Each stock option with a per
Share exercise price that is less than the Merger Consideration
was, at the Effective Time, cancelled in exchange for a cash
payment equal to, for each Share underlying the stock option
(without regard to vesting), the excess of the Merger Consideration
over the exercise price payable per Share underlying such stock
option. Any stock options with a per Share exercise price that was
more than the Merger Consideration were cancelled for no
consideration. |
Remarks:
This Form 4 reports securities disposed of pursuant to the terms of
the Agreement and Plan of Merger, dated as of August 22, 2022, by
and among Aerie Pharmaceuticals, Inc. (the "Company"), Alcon
Research, LLC (the "Parent"), and Lyon Merger Sub, Inc., a copy of
which is filed as Exhibit 2.1 to the Company's Form 8-K filed with
the SEC on August 23, 2022, pursuant to which the Company became a
wholly owned subsidiary of Parent on November 21, 2022 (the
"Effective Time"). |
Reporting
Owners
|
Reporting Owner Name / Address |
Relationships
|
Director |
10% Owner |
Officer |
Other |
Calabrese Jeffrey
C/O AERIE PHARMACEUTICALS, INC.
4301 EMPEROR BLVD., SUITE 400
DURHAM, NC 27703 |
|
|
Vice President of Finance |
|
Signatures
|
/s/ John W. LaRocca, Attorney-in-Fact for Jeffrey
Calabrese |
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11/21/2022 |
**Signature of Reporting
Person |
Date |
Reminder: Report on a separate line for each class
of securities beneficially owned directly or
indirectly. |
* |
If the form is filed by more than one
reporting person, see Instruction 4(b)(v). |
** |
Intentional misstatements or omissions
of facts constitute Federal Criminal Violations. See 18
U.S.C. 1001 and 15 U.S.C. 78ff(a). |
Note: |
File three copies of this Form, one of
which must be manually signed. If space is insufficient, see
Instruction 6 for procedure. |
Persons who respond to the collection of information
contained in this form are not required to respond unless the form
displays a currently valid OMB control number. |
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