Sec Form 4 Filing - Daigneault Alessandra @ NRX Pharmaceuticals, Inc. - 2021-08-19

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 Daigneault Alessandra 2. Issuer Name and Ticker or Trading Symbol NRX Pharmaceuticals, Inc. [ NRXP] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) General Counsel & Secretary (Last) (First) (Middle) C/O NRX PHARMACEUTICALS, INC., 1201 NORTH MARKET STREET, SUITE 111 3. Date of Earliest Transaction (MM/DD/YY) 08/19/2021 (Street) WILMINGTON, DE19801 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 08/19/2021 M 27,395 A ( 1 ) $ 3.07 33,715 D Common Stock 08/23/2021 S 33,715 D $ 13.11 0 D Common Stock 09/02/2021 M 18,420 A ( 2 ) $ 3.07 18,420 D Common Stock 09/02/2021 M 13,164 A ( 3 ) $ 3.07 31,584 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 Employee Stock Option (Right to buy) $ 3.07 08/19/2021 C 43,000 ( 4 ) 09/01/2030 Common Stock 43,000 $ 3.07 100,840 D Restricted Stock Units ( 1 ) 08/19/2021 A 15,605 ( 1 ) ( 1 ) ( 1 ) Common Stock 15,605 $ 0 15,605 D Employee Stock Option (Right to buy) $ 3.07 09/02/2021 C 28,916 ( 4 ) 09/01/2030 Common Stock 28,916 $ 3.07 71,924 D Employee Stock Option (Right to buy) $ 3.07 09/02/2021 C 20,666 ( 5 ) 11/15/2030 Common Stock 20,666 $ 3.07 28,934 D Restricted Stock Units ( 2 ) 09/02/2021 A 10,496 ( 2 ) ( 2 ) ( 2 ) Common Stock 10,496 $ 0 26,101 D Restricted Stock Units ( 3 ) 09/02/2021 A 7,502 ( 3 ) ( 3 ) ( 3 ) Common Stock 7,502 $ 0 33,603 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Daigneault Alessandra C/O NRX PHARMACEUTICALS, INC. 1201 NORTH MARKET STREET, SUITE 111 WILMINGTON, DE19801 General Counsel & Secretary Signatures /s/ Alessandra Daigneault 11/02/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Shares and restricted stock units acquired pursuant to the exercise of 43,000 vested stock options under the NRX Pharmaceuticals, Inc. 2021 Omnibus Incentive Plan (the "Plan"). The Reporting person received 27,395 freely tradable shares of common stock, par value $0.001 per share, of NRX Pharmaceuticals, Inc. (the "Common Stock ") and 15,605 restricted stock units, each restricted stock unit representing a right to receive one share of Common Stock. These restricted stock units remain in the Plan and are subject to forfeiture if the Earnout Share Milestone and the Earnout Cash Milestone (as defined in the Merger Agreement) do not occur on or prior to December 31, 2022. ( 2 )Shares and restricted stock units acquired pursuant to the exercise of 28,916 vested stock options under the Plan. The Reporting person received 18,420 freely tradable shares of Common Stock and 10,496 restricted stock units under the Plan, each restricted stock unit representing a right to receive one share of Common Stock. These restricted stock units remain in the Plan and are subject to forfeiture if the Earnout Share Milestone and the Earnout Cash Milestone (as defined in the Merger Agreement) do not occur on or prior to December 31, 2022. ( 3 )Shares and restricted stock units acquired pursuant to the exercise of 20,666 vested stock options under the Plan. The Reporting person received 13,164 freely tradable shares of Common Stock and 7,502 restricted stock units under the Plan, each restricted stock unit representing a right to receive one share of Common Stock. These restricted stock units remain in the Plan and are subject to forfeiture if the Earnout Share Milestone and the Earnout Cash Milestone (as defined in the Merger Agreement) do not occur on or prior to December 31, 2022. ( 4 )From an option grant dated September 1, 2020; subject to certain conditions, the options will generally vest in 24 equal installments every month commencing on 09/30/2020 and fully vesting on 09/30/2022. As of September 1, 2021, 22,923 options had vested and were available for exercise. ( 5 )From an option grant dated November 15, 2020; subject to certain conditions, the options will generally vest at a rate of 2066 every month commencing on 11/30/2020 through 10/30/1022 and the final 2,082 shares on 11/30/2022. As of September 1, 2021, 20,666 shares had vested and were available for exercise.

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