Opiant Pharmaceuticals (OPNT) Form 4 OPIANT PHARMACEUTICALS / Phil Skolnick ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Skolnick Phil

(Last) (First) (Middle)

C/O OPIANT PHARMACEUTICALS, INC.

233 WILSHIRE BLVD., SUITE 400

(Street)

SANTA MONICA CA 90401

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
OPIANT PHARMACEUTICALS, INC. [ OPNT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Scientific Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/02/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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	03/02/2023		D(1)		9,812	D	$20	11,736	D
Common Stock	03/02/2023		D(2)		11,736	D	$20	0	D
Common Stock	03/02/2023		A(3)		2,000	A	$0	2,000	D
Common Stock	03/02/2023		D(4)		2,000	D	$20	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		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: 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
Stock Option (right to buy)	$9	03/02/2023		D(5)			40,000	08/06/2018	02/06/2027	Common Stock	40,000	$0	0	D
Stock Option (right to buy)	$13.61	03/02/2023		D(5)			13,200	(5)	01/02/2029	Common Stock	13,200	$0	0	D
Common Stock	$13.6	03/02/2023		D(5)			8,250	(5)	01/07/2030	Common Stock	8,250	$0	0	D
Stock Option (right to buy)	$12.15	03/02/2023		D(5)			10,750	(5)	01/26/2031	Common Stock	10,750	$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. Disposed of pursuant to the Merger Agreement in exchange for the Merger Consideration. The number of shares disposed of reflects 11,736 shares of Common Stock upon the acceleration of vesting of restricted stock units in accordance with the Merger Agreement.

3. 2,000 shares are represented by performance stock units ("PSUs"), the vesting of which accelerated in accordance with the Merger Agreement. Each PSU represents the Reporting Person's right to receive one share of Common Stock of Issuer.

4. Disposed of pursuant to the Merger Agreement in exchange for the Merger Consideration. The number of shares disposed of reflects 2,000 shares of Common Stock upon the acceleration of vesting of performance stock units in accordance with the Merger Agreement.

5. 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.

Remarks:

	/s/ Phil Skolnick	03/03/2023
	** Signature of Reporting Person	Date
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