Sec Form 4 Filing - Holland David @ ALIMERA SCIENCES INC - 2024-09-16

Insider filing report for Changes in Beneficial Ownership
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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
Holland David
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 Marketing Officer & SVP
(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 187,756 ( 1 ) 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
Employee Stock Option (Right to Buy) $ 3.38 09/16/2024 D 100,000 ( 2 ) 11/21/2033 Common Stock 100,000 ( 2 ) 0 D
Employee Stock Option (Right to Buy) $ 4.96 09/16/2024 D 26,250 ( 2 ) 01/03/2032 Common Stock 26,250 ( 2 ) 0 D
Employee Stock Option (Right to Buy) $ 5.01 09/16/2024 D 16,875 ( 2 ) 01/06/2031 Common Stock 16,875 ( 2 ) 0 D
Employee Stock Option (Right to Buy) $ 6.75 09/16/2024 D 14,000 ( 2 ) 01/09/2030 Common Stock 14,000 ( 2 ) 0 D
Employee Stock Option (Right to Buy) $ 0.86 09/16/2024 D 170,000 ( 2 ) 01/22/2029 Common Stock 170,000 ( 2 ) 0 D
Employee Stock Option (Right to Buy) $ 1.16 09/16/2024 D 290,000 ( 2 ) 01/21/2028 Common Stock 290,000 ( 2 ) 0 D
Employee Stock Option (Right to Buy) $ 1.18 09/16/2024 D 150,000 ( 2 ) 01/19/2027 Common Stock 150,000 ( 2 ) 0 D
Employee Stock Option (Right to Buy) $ 1.33 09/16/2024 D 27,971 ( 2 ) 10/12/2016 Common Stock 27,971 ( 2 ) 0 D
Employee Stock Option (Right to Buy) $ 2.47 09/16/2024 D 125,000 ( 2 ) 01/03/2026 Common Stock 125,000 ( 2 ) 0 D
Employee Stock Option (Right to Buy) $ 5.51 09/16/2024 D 125,000 ( 2 ) 01/08/2025 Common Stock 125,000 ( 2 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Holland David
6310 TOWN SQUARE, SUITE 400
ALPHARETTA, GA30005
Chief Marketing Officer & SVP
Signatures
/s/ David Holland 09/18/2024
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Pursuant to 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 share of common stock was converted into the right to receive (i) $5.50 in cash, without interest (such amount, the "Closing Cash Consideration") and (ii) one contingent value right ("CVR") representing the right to receive contingent cash payments subject to the achievement of certain milestones and the terms and conditions set forth in a contingent value rights agreement entered into between Parent and a rights agent (the consideration contemplated by (i) and (ii), together, the "Merger Consideration").
( 2 )Pursuant to the terms of the Merger Agreement, at the Effective Time, each stock option gr anted 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.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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