Sec Form 4 Filing - Wentworth Kerry @ Flexion Therapeutics Inc - 2021-11-19

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person *
Wentworth Kerry
2. Issuer Name and Ticker or Trading Symbol
Flexion Therapeutics Inc [ FLXN]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Regulatory Officer
(Last)
(First)
(Middle)
C/O FLEXION THERAPEUTICS, INC., 10 MALL ROAD, SUITE 301
3. Date of Earliest Transaction (MM/DD/YY)
11/19/2021
(Street)
BURLINGTON, MA01803
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction 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 11/19/2021 D( 1 ) 140,843( 2 )( 3 ) D $ 8.5 0 D
Common Stock 11/19/2021 D( 1 ) 6,000 D $ 8.5 0 I By Spouse
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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) $ 19.61 11/19/2021 D 24,000 ( 4 ) 11/02/2024 Common Stock 24,000 ( 4 ) 0 D
Stock Option (right to buy) $ 22.91 11/19/2021 D 10,000 ( 4 ) 01/20/2025 Common Stock 10,000 ( 4 ) 0 D
Stock Option (right to buy) $ 18.16 11/19/2021 D 10,000 ( 4 ) 11/03/2025 Common Stock 10,000 ( 4 ) 0 D
Stock Option (right to buy) $ 18.2 11/19/2021 D 20,000 ( 4 ) 01/03/2026 Common Stock 20,000 ( 4 ) 0 D
Stock Option (right to buy) $ 18.56 11/19/2021 D 35,000 ( 4 ) 12/19/2026 Common Stock 35,000 ( 4 ) 0 D
Stock Option (right to buy) $ 22.31 11/19/2021 D 33,333 ( 4 ) 01/31/2028 Common Stock 33,333 ( 4 ) 0 D
Stock Option (right to buy) $ 14.75 11/19/2021 D 18,000 ( 4 ) 02/28/2029 Common Stock 18,000 ( 4 ) 0 D
Stock Option (right to buy) $ 15.78 11/19/2021 D 15,500 ( 4 ) 03/01/2030 Common Stock 15,500 ( 4 ) 0 D
Stock Option (right to buy) $ 11.41 11/19/2021 D 20,000 ( 4 ) 02/28/2031 Common Stock 20,000 ( 4 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Wentworth Kerry
C/O FLEXION THERAPEUTICS, INC.
10 MALL ROAD, SUITE 301
BURLINGTON, MA01803
Chief Regulatory Officer
Signatures
/s/ Mark S. Levine, Attorney-in-Fact 11/19/2021
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )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.
( 2 )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.
( 3 )Includes 481 shares of Issuer common stock acquired under the Issuer's 2013 Employee Stock Purchase Plan on November 17, 2021
( 4 )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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