Michael D. Clayman Form 4 Flexion Therapeutics / Michael D. Clayman 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^*

Clayman Michael D.

(Last) (First) (Middle)

C/O FLEXION THERAPEUTICS, INC.

10 MALL ROAD, SUITE 301

(Street)

BURLINGTON MA 01803

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Flexion Therapeutics Inc [ FLXN ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
11/19/2021

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	11/19/2021		D(1)		335,498(2)(3)	D	$8.5	0	D
Common Stock	11/19/2021		D(1)		373,769	D	$8.5	0	I	By the Michael D.Clayman 2006 Revocable Trust
Common Stock	11/19/2021		D(1)		24,600	D	$8.5	0	I	By the Michael D. Clayman Irrevocable Trust
Common Stock	11/19/2021		D(1)		388,683	D	$8.5	0	I	By Versant Development Fund III, LLC(4)

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)	$2.52	11/19/2021		D			136,530	(5)	07/18/2023	Common Stock	136,530	(5)	0	D
Stock Option (right to buy)	$17.61	11/19/2021		D			200,000	(6)	03/02/2024	Common Stock	200,000	(6)	0	D
Stock Option (right to buy)	$22.91	11/19/2021		D			110,000	(6)	01/20/2025	Common Stock	110,000	(6)	0	D
Stock Option (right to buy)	$18.2	11/19/2021		D			155,000	(6)	01/03/2026	Common Stock	155,000	(6)	0	D
Stock Option (right to buy)	$18.56	11/19/2021		D			175,000	(6)	12/19/2026	Common Stock	175,000	(6)	0	D
Stock Option (right to buy)	$22.31	11/19/2021		D			116,667	(6)	01/31/2028	Common Stock	116,667	(6)	0	D
Stock Option (right to buy)	$14.75	11/19/2021		D			290,000	(6)	02/28/2029	Common Stock	290,000	(6)	0	D
Stock Option (right to buy)	$15.78	11/19/2021		D			185,000	(6)	03/01/2030	Common Stock	185,000	(6)	0	D
Performance Restricted Stock Unit Award	(7)	11/19/2021		D			106,100	(7)	(7)	Common Stock	106,100	(7)	0	D

Explanation of Responses:

1. Pursuant to the Agreement and Plan of Merger, dated as of October 11, 2021, by and among Flexion Therapeutics, Inc. ("Issuer"), Pacira BioSciences, Inc. and Oyster Acquisition Company Inc. ("Purchaser") ("Merger Agreement"), on November 19, 2021, Purchaser merged with and into Issuer, with Issuer continuing as the surviving corporation ("Merger"). At the effective time of the Merger, each share of Issuer's common stock was cancelled in exchange for (i) $8.50 per share in cash ("Cash Amount"), plus (ii) one non-transferable contractual contingent value right per share, which represent the right to receive one or more contingent payments of up to $8.00 per share in the aggregate, in cash, upon the achievement of specified milestones on or prior to December 31, 2030 ("CVR Payments"). Pursuant to the Merger Agreement, these shares were tendered and disposed of at the offer acceptance time in exchange for the right to receive (i) the Cash Amount, plus (ii) any CVR Payments.

2. Includes 517 shares of Issuer common stock acquired under the Issuer's 2013 Employee Stock Purchase Plan on November 17, 2021.

3. At the effective time of the Merger, each outstanding restricted stock unit award ("RSU") was accelerated and became fully vested and was cancelled and converted into the right to receive (i) $8.50 per share of Issuer common stock issuable in settlement of such RSU in cash, net of any withholding taxes required to be deducted and withheld by applicable law, plus (ii) any potential CVR Payments.

4. Shares held by Versant Development Fund III, LLC. The Reporting Person is a manager and minority member of Versant Development Fund III, LLC. The Reporting Person disclaims any beneficial ownership of the shares held by Versant Development Fund III, LLC except to the extent of his pecuniary interest in these shares.

5. At the effective time of the Merger, each outstanding option with an exercise price less than $8.50 per share was accelerated and became fully vested and exercisable and was cancelled and converted into the right to receive (i) cash in an amount equal to the product of (a) the total number of shares of Issuer common stock subject to such option multiplied by (b) the excess of (x) $8.50 per share over (y) the exercise price payable per share of Issuer common stock under such option, and (ii) any potential CVR Payments, net of any withholding taxes required to be deducted and withheld by applicable legal requirements.

6. At the effective time of the Merger, each outstanding option with an exercise price equal to, or greater than, $9.12 was cancelled without any consideration payable (whether in the form of cash or any potential CVR Payments) in respect of such cancelled option.

7. At the effective time of the Merger, each outstanding restricted stock unit award conditioned on performance metrics ("PSU") was accelerated (assuming achievement at 100% of the applicable target levels) and became fully vested and cancelled and converted into the right to receive (i) $8.50 per share of Issuer common stock issuable in settlement of such PSU in cash, net of any withholding taxes required to be deducted and withheld by applicable law, plus (ii) any potential CVR Payments.

Remarks:

	/s/ Mark S. Levine, Attorney-in-Fact	11/19/2021
	** Signature of Reporting Person	Date
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