Pizzo Peter J. III Form 4 ALIMERA SCIENCES / Peter J. Pizzo III 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^*

Pizzo Peter J. III

(Last) (First) (Middle)

6310 TOWN SQUARE,

SUITE 400

(Street)

ALPHARETTA GA 30005

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ALIMERA SCIENCES INC [ ALIM ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
09/16/2024

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	09/16/2024		D		500(1)	D	(1)	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)	$2.99	09/16/2024		D			50,000	(2)	10/01/2033	Common Stock	50,000	(2)	0	D
Stock Option (Right to Buy)	$2.7183	09/16/2024		D			6,000	(2)	01/03/2033	Common Stock	6,000	(2)	0	D
Stock Option (Right to Buy)	$4.05	09/16/2024		D			6,000	(2)	11/01/2031	Common Stock	6,000	(2)	0	D
Stock Option (Right to Buy)	$6.7	09/16/2024		D			3,333	(2)	06/17/2030	Common Stock	3,333	(2)	0	D
Stock Option (Right to Buy)	$0.92	09/16/2024		D			50,000	(2)	06/18/2029	Common Stock	50,000	(2)	0	D
Stock Option (Right to Buy)	$0.86	09/16/2024		D			40,000	(2)	06/18/2028	Common Stock	40,000	(2)	0	D
Stock Option (Right to Buy)	$1.37	09/16/2024		D			40,000	(2)	06/21/2027	Common Stock	40,000	(2)	0	D
Stock Option (Right to Buy)	$1.49	09/16/2024		D			20,000	(2)	06/22/2026	Common Stock	20,000	(2)	0	D
Stock Option (Right to Buy)	$5	09/16/2024		D			20,000	(2)	06/24/2025	Common Stock	20,000	(2)	0	D

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 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.

	/s/ Peter J. Pizzo III	09/18/2024
	** Signature of Reporting Person	Date
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