Sec Form 4 Filing - SMITH TODD N @ Zyla Life Sciences - 2020-05-20

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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
SMITH TODD N
2. Issuer Name and Ticker or Trading Symbol
Zyla Life Sciences [ ZCOR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
President and CEO
(Last) (First) (Middle)
C/O ZYLA LIFE SCIENCES,, 600 LEE ROAD, SUITE 100
3. Date of Earliest Transaction (MM/DD/YY)
05/20/2020
(Street)
WAYNE, PA19087
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 05/20/2020 D( 1 )( 2 ) 365,500 D 0 D
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) $ 1.5 05/20/2020 D( 3 )( 4 ) 241,500 ( 3 )( 4 ) 03/04/2030 Common Stock 241,500 ( 3 ) ( 4 ) 0 D
Stock Option (right to buy) $ 2.37 05/20/2020 D( 3 )( 4 ) 180,000 ( 3 )( 4 ) 01/02/2030 Common Stock 180,000 ( 3 ) ( 4 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
SMITH TODD N
C/O ZYLA LIFE SCIENCES,
600 LEE ROAD, SUITE 100
WAYNE, PA19087
X President and CEO
Signatures
/s/ Megan Timmins, attorney-in-fact for Todd N. Smith 05/20/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )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.
( 2 )Includes unvested time-based restricted stock units representing a contingent right to receive 365,500 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.
( 3 )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.
( 4 )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.

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