Broadfin Healthcare Master Fund Ltd and 2 Others Transfers Shares of Biodelivery Sciences International Inc (BDSI) — SEC Form 4, Mar 22, 2022
SEC Form 4 · No Market Transaction
Other Transaction
Non-market transaction reported.
Reporting Owners
Director
Director
Director
TXN 2022-03-22
·
FILED 2022-03-22
Equity Position
0 sh
7,588,395 → 0
Equity Change
-100.0%
shares held after vs before
Filing Lag
0 business days
within 2-day SEC deadline
Form 4 · Statement of Changes in Beneficial Ownership
Reporting Owners
| Name | Relationship |
|---|---|
| Broadfin Healthcare Master Fund Ltd CIK 0001511900 |
Director
|
| Broadfin Capital, LLC CIK 0001511901 |
Director
|
| Kevin Kotler CIK 0001601692 |
Director
|
Broadfin Healthcare Master Fund Ltd at Biodelivery Sciences International Inc
Full insider history
Bought (12 mo)
—
Sold (12 mo)
—
More from this insider at Biodelivery Sciences International Inc
| 2022-02-15 | - | — | View |
| 2022-01-31 | Exercise | — | View |
| 2021-11-22 | Buy | +$306,000 | View |
| 2021-11-15 | Buy | +$320,000 | View |
| 2021-11-09 | Buy | +$894,566 | View |
Non-Derivative Securities Transactions
Derivative Securities Transactions
| Title | Strike | Date | Type | Shares | Price | Expiration | Underlying | Ownership |
|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF4F5F5F5F2F3 | $0.00 | 2022-03-22 | D - Return to Issuer | 22,685 D | $0.00 | 22,685 Common Stock | Indirect | |
| Stock Options (right to buy)F6F6F6F2F3 | $2.93 | 2022-03-22 | D - Return to Issuer | 7,500 D | $0.00 | 7,500 Common Stock | Indirect | |
| Stock Options (right to buy)F6F6F6F2F3 | $3.66 | 2022-03-22 | D - Return to Issuer | 85,760 D | $0.00 | 85,760 Common Stock | Indirect |
Footnotes (6)
- F1
- This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of February 14, 2022, by and among the Issuer, Collegium Pharmaceutical, Inc., ("Parent"), and Bristol Acquisition Company Inc., a wholly owned subsidiary of Parent ("Merger Sub"), pursuant to which Merger Sub completed a tender offer for shares of common stock of Issuer, $0.001 par value per share (each, a "Share") and thereafter merged with and into the Issuer (the "Merger") effective as of March 22, 2022 (the "Effective Time"). At the Effective Time, each issued and outstanding Share was cancelled and converted into the right to receive $5.60 in cash (the "Merger Consideration") without interest and subject to applicable withholding taxes. Show more
- F2
- 6,822,911 shares of Common Stock were held in the account of Broadfin Healthcare Master Fund, Ltd., a private investment fund managed by Broadfin Capital, LLC, and may be deemed to be beneficially owned by Kevin Kotler, managing member of Broadfin Capital, LLC. Broadfin Healthcare Master Fund, Ltd., Broadfin Capital, LLC, and Kevin Kotler affirmatively (i) disclaim beneficial ownership of the reportable securities, (ii) states that this report shall not be deemed an admission that they are the beneficial owner of such securities for purposes of Section 16 ("Section 16") of the Securities Exchange Act of 1934, as amended (the "Act") or any other purpose, except to the extent of their pecuniary interest therein, and (iii) disclaim being a "group" for purposes of Section 16. Show more
- F3
- 765,484 shares of Common Stock were held in the account of Broadfin Holdings, LLC., a private investment fund, and are deemed to be beneficially owned by Kevin Kotler, managing member of Broadfin Holdings, LLC. Show more
- F4
- Each restricted stock unit ("RSU") represents the contingent right to receive one Share. Show more
- F5
- Each Issuer RSUs that was outstanding immediately prior to the Effective Time, was cancelled and converted into the right to receive for each Share underlying such RSU, without interest and subject to deduction for any required withholding taxes, an amount in cash equal to the Merger Consideration. Show more
- F6
- Immediately prior to the Effective Time, each Issuer option that was outstanding and then exercisable for a per share exercise price less than the Merger Consideration that would be payable in respect of the Shares underlying such Issuer option (any such Issuer option, an "In-the-Money Cash Out Option") was cancelled and automatically converted into the right to receive for each Share underlying such Issuer option, without interest and subject to deduction for any required withholding taxes, an amount in cash equal to the excess of the Merger Consideration over the per share exercise price of such In-the-Money Cash Out Option. All Issuer options that were not In-the-Money Cash Out Options were cancelled at the Effective Time without payment of any consideration. Show more
Related filings at Biodelivery Sciences International Inc
Other insiders at Biodelivery Sciences International Inc
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