Sec Form 4 Filing - Miller James Charles @ Societal CDMO, Inc. - 2024-04-08

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 Miller James Charles 2. Issuer Name and Ticker or Trading Symbol Societal CDMO, Inc. [ SCTL] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O SOCIETAL CDMO, INC., 1 E UWCHLAN AVE, SUITE 112 3. Date of Earliest Transaction (MM/DD/YY) 04/08/2024 (Street) EXTON, PA19341 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 04/08/2024 U 153,923 ( 1 ) D $ 1.1 73,620 D Common Stock 04/08/2024 D 73,620 ( 2 ) D $ 1.1 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) $ 0.8 04/08/2024 D 118,182 ( 3 ) ( 3 ) Common Stock 118,182 ( 3 ) 0 D Stock Option (Right to Buy) $ 0.74 04/08/2024 D 27,229 ( 3 ) ( 3 ) Common Stock 27,229 ( 3 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Miller James Charles C/O SOCIETAL CDMO, INC. 1 E UWCHLAN AVE, SUITE 112 EXTON, PA19341 X Signatures /s/ Ryan D. Lake, Attorney-in-Fact 04/08/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Pursuant to the terms of that certain Agreement and Plan of Merger (the "Merger Agreement"), dated as of February 28, 2024, by and among the Issuer, CoreRx, Inc., a Florida corporation ("Parent") and Cane Merger Sub, Inc., a Pennsylvania corporation and a wholly owned Subsidiary of Parent ("Merger Sub"), Merger Sub completed a tender offer for shares of common stock of the Issuer (each, a "Share") and thereafter merged with and into the Issuer, effective as of April 8, 2024 (the "Effective Time") with the Issuer surviving the merger. At the Effective Time, each issued and outstanding Share was cancelled and converted into the right to receive $1.10 per Share in cash (the "Offer Amount"), subject to any applicable withholding taxes and without interest. ( 2 )Represents restricted stock units granted under an Issuer equity plan ("RSUs") granted to the Reporting Person. Each RSU represented a contingent right to receive one Share upon vesting of the RSU. Pursuant to the terms of the Merger Agreement, each outstanding RSU that was outstanding and unvested immediately prior to the Effective Time vested in full. At the Effective Time, each RSU then outstanding was cancelled and converted into a cash payment equal to the product of (A) the total number of Shares then underlying such RSU multiplied by (B) the Offer Amount, without interest and subject to any withholding of taxes. ( 3 )Pursuant to the terms of the Merger Agreement, immediately prior to the Effective Time, each outstanding and unvested option to purchase Shares granted under an Issuer equity plan (each, an "Issuer Stock Option") vested in full. At the Effective Time, each Issuer Stock Option with an exercise price that is less than the Offer Amount was cancelled and converted into the right to receive a cash payment equal to the product of (A) the excess, if any, of the Offer Amount over the exercise price payable per Share with respect to such Issuer Stock Option, multiplied by (B) the total number of Shares subject to such Issuer Stock Option immediately prior to the Effective Time.

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).

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