| 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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| 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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Neos Therapeutics, Inc. [ NEOS ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 03/19/2021 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 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 | 03/19/2021 | D(1)(2) | 83,015(3) | D | (1)(2) | 0 | D | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | $3.14 | 03/19/2021 | D(4) | 150,000 | (4) | (4) | Common Stock | 150,000 | $0 | 0 | D | ||||
| Stock Option (Right to Buy) | $1.49 | 03/19/2021 | D(4) | 115,000 | (4) | (4) | Common Stock | 115,000 | $0 | 0 | D | ||||
| Explanation of Responses: |
| 1. This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement") dated as of December 10, 2020, by and among the Company, Aytu BioScience, Inc. ("Parent"), and Neutron Acquisition Sub, Inc., a wholly-owned subsidiary of Parent ("Merger Sub"), pursuant to which Merger Sub merged with and into the Company (the "Merger") effective as of March 19, 2021 (the "Effective Time"). |
| 2. At the Effective Time, each issued and outstanding share of common stock of the Issuer (each, a "Share") (excluding any Shares held in the treasury of the Company or owned, directly or indirectly, by Parent or Merger Sub immediately prior to the Effective Time) was cancelled and converted into the right to receive 0.1088 (the "Exchange Ratio") shares of Common Stock of Parent (the "Parent Common Stock"), plus the right, if any, to receive cash in lieu of fractional shares of Parent Common Stock into which such Shares would have been converted (as described in the Merger Agreement). |
| 3. This number includes 50,000 restricted stock units (each, an "RSU") held by the Reporting Person. At the Effective Time, each RSU that was outstanding prior to the Effective Time immediately and automatically ceased to represent a right to acquire shares of Company Common Stock and was assumed by Parent and converted automatically into a restricted stock unit denominated in Parent Common Stock equal to the number of Shares subject to the RSU prior to the Effective Time multiplied by the Exchange Ratio, and any cash in lieu of fractional shares of Parent Common Stock. |
| 4. At the Effective Time, each option to purchase Shares of the Company that was outstanding immediately prior to the Effective Time that had an exercise price per share equal to or less than $0.95 (any such option, an "Assumed Company Option") ceased to represent a right to acquire Shares, was assumed by Parent and automatically converted into the option to purchase shares of Parent Common Stock equal to the number of Shares underlying each such Assumed Company Option multiplied by the Exchange Ratio. All outstanding stock options of the Company that were not Assumed Company Options were cancelled at the Effective Time without payment of any consideration. |
| /s/ John M. Limongelli | 03/19/2021 | |
| ** 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 Number. | ||
