Statement of Changes in Beneficial Ownership (4)
March 03 2023 - 9:11AM
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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OMB 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
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Sinclair Michael |
2. Issuer Name and Ticker or Trading Symbol
OPIANT PHARMACEUTICALS, INC.
[
OPNT
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O OPIANT PHARMACEUTICALS, INC., 233 WILSHIRE BLVD, SUITE 400 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
3/2/2023 |
(Street)
SANTA MONICA, CA 90401
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 3/2/2023 | | D(1) | | 27450 | D | $20 | 0 | I | Footnote (2) |
Common Stock, par value $0.001 per share | 3/2/2023 | | D(1) | | 22720 | D | $20 | 0 | D | |
Common Stock, par value $0.001 per share | 3/2/2023 | | D(1) | | 40000 | D | $20 | 0 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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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 |
Options | $8.0 | 3/2/2023 | | D (3) | | | 100000 | 6/15/2014 | 6/14/2024 | Common Stock, par value $0.001 per share | 100000.0 | $0 | 0 | D | |
Options | $7.25 | 3/2/2023 | | D (3) | | | 250000 | 10/27/2015 | 10/26/2025 | Common Stock, par value $0.001 per share | 250000.0 | $0 | 0 | D | |
Options | $6.0 | 3/2/2023 | | D (3) | | | 75000 | 12/31/2013 | 12/30/2023 | Common Stock, par value $0.001 per share | 75000.0 | $0 | 0 | D | |
Explanation of Responses: |
(1) | Disposed of pursuant to that certain Agreement and Plan of Merger between the Issuer, Indivior Inc., and Olive Acquisition Subsidiary, Inc., dated as of November 13, 2022 (the "Merger Agreement"), in exchange for a cash payment of $20.00 per share without interest thereon (the "Merger Consideration"). |
(2) | 27,450 shares held in certificate form indirectly by (i) Proton Therapy USA, a entity owned jointly by Dr. Sinclair and his son (5,000 shares); (ii) one pension fund (10,000 shares); (iii) a second pension fund (2,000 shares); (iv) Clearsearch Ltd., an entity who holds the shares for the benefit of Dr. Sinclair (2,650 shares); and (v) Eastkings Pension Fund, an entity which holds the shares for the benefit of Dr. Sinclair's wife (7,800 shares). |
(3) | The option was cancelled pursuant to the Merger Agreement, in exchange for a cash payment equal to (x) the difference between the Merger Consideration and the per share exercise price of the option, multiplied by (y) the number of disposed option shares. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Sinclair Michael C/O OPIANT PHARMACEUTICALS, INC. 233 WILSHIRE BLVD, SUITE 400 SANTA MONICA, CA 90401 | X | X |
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Signatures
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/s/ Michael Sinclair | | 3/3/2023 |
**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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