Sec Form 4 Filing - Werner Jason M. @ ALIMERA SCIENCES INC - 2024-09-16

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Werner Jason M. 2. Issuer Name and Ticker or Trading Symbol ALIMERA SCIENCES INC [ ALIM] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Operating Officer (Last) (First) (Middle) 6310 TOWN SQUARE, SUITE 400 3. Date of Earliest Transaction (MM/DD/YY) 09/16/2024 (Street) ALPHARETTA, GA30005 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 09/16/2024 D 225,000 ( 1 ) ( 2 ) D 225,000 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 Restricted Stock Units ( 2 ) 09/16/2024 D 1,800 ( 2 ) ( 2 ) Common Stock 1 ,800 ( 2 ) 0 D Performance-based Restricted Stock Units ( 3 ) 09/16/2024 D 25,000 ( 3 ) ( 3 ) Common Stock 25,000 ( 3 ) 0 D Stock Option (Right to Buy) $ 2.99 09/16/2024 D 225,000 ( 4 ) 10/01/2033 Common Stock 225,000 ( 4 ) 0 D Stock Option (Right to Buy) $ 2.46 09/16/2024 D 921 ( 4 ) 05/16/2033 Common Stock 921 ( 4 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Werner Jason M. 6310 TOWN SQUARE, SUITE 400 ALPHARETTA, GA30005 Chief Operating Officer Signatures /s/ Jason Werner 09/18/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents shares of common stock underlying a time-based restricted stock unit award initially granted to the Reporting Person on October 2, 2023. ( 2 )Pursuant to the terms of the Agreement and Plan of Merger, dated as of June 21, 2024 (the "Merger Agreement"), by and among the Issuer, ANI Pharmaceuticals, Inc., a Delaware corporation ("Parent") and ANIP Merger Sub INC., a Delaware corporation and a wholly owned indirect subsidiary of Parent, as of the effective time of the merger (the "Effective Time"), each restricted stock unit (each, an "RSU") granted by the Issuer that was outstanding and unvested immediately prior to the Effective Time was converted into the right to receive (i) an amount of cash equal to the product of (A) the number of shares of common stock then underlying such RSU multiplied by (B) the Closing Cash Consideration and (ii) CVRs in an amount equal to the total number of shares of common stock then underlying such RSUs. ( 3 )Pursuant to the terms of the Merger Agreement, as of the Effective Time, each performance-based restricted stock unit (each, a "PSU") granted by the Issuer that was outstanding and unvested immediately prior to the Effective Time was converted into the right to receive (i) an amount of cash equal to the product of (A) the number of shares of common stock then underlying such PSU multiplied by (B) the Closing Cash Consideration and (ii) CVRs in an amount equal to the total number of shares of common stock then underlying such PSUs, with, for the avoidance of doubt, all performance metrics deemed achieved at 100% for the PSUs. ( 4 )Pursuant to the terms of the Merger Agreement, at the Effective Time, each stock option granted by the Issuer to purchase shares (each, an "Option") that was outstanding and unvested immediately prior to the Effective Time vested in full, and each Option that was outstanding and unexercised which had a per share exercise price that was less than the Closing Cash Consideration was converted into the right to receive the sum of an amount in cash (without interest and subject to deduction for any required withholding as contemplated in the Merger Agreement) equal to: (A) the excess, if any, of the Closing Cash Consideration over the exercise price per share of such Option; multiplied by the number of shares underlying such Option and (B) one CVR.

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 Number.