| 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)
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2. Issuer Name and Ticker or Trading Symbol
Zynerba Pharmaceuticals, Inc. [ ZYNE ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/10/2023 | ||||||||||||||||||||||||||
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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 | 10/10/2023 | U | 40,520 | D | (1)(2) | 45,000 | D | |||
| Common Stock | 10/10/2023 | A | 30,000(3) | A | (3) | 75,000 | D | |||
| Common Stock | 10/10/2023 | U | 75,000(4) | D | (4) | 0 | D | |||
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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) | $2.41 | 10/10/2023 | D | 21,250 | (5)(6) | 01/26/2032 | Common Stock | 21,250 | (5)(6) | 0 | D | ||||
| Explanation of Responses: |
| 1. Pursuant to the terms of that certain Agreement and Plan of Merger (the "Merger Agreement"), dated as of August 14, 2023, by and among the Issuer, Harmony Biosciences Holdings, Inc., a Delaware corporation ("Parent") and Xylophone Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), Merger Sub completed a tender offer (the "Offer") for shares of common stock of the Issuer (each, a "Share") and thereafter merged with and into the Issuer, effective as of October 10, 2023 (the "Effective Time" with the Issuer surviving the merger). (continued in footnote 2) |
| 2. (Continued from footnote 1) At the Effective Time, each issued and outstanding Share was cancelled and converted into the right to receive (a) $1.1059 per Share (the "Cash Amount") in cash, subject to any applicable withholding taxes and without interest, plus (b) one contingent value right (each, a "CVR") per Share (the "CVR Amount" and together with the Cash Amount, the "Merger Consideration"), which represents the right to receive up to approximately $2.5444 per Share in the form of one or more potential contingent payments, in cash, subject to any applicable withholding taxes and without interest, upon the achievement of certain milestones (such applicable payment, each, a "Milestone Payment"). |
| 3. This line item represents unvested restricted stock awards ("RSAs") with performance-based vesting previously granted to the Reporting Person. Pursuant to the terms of the Merger Agreement, at the Effective Time, each unvested RSA that was outstanding immediately prior to the Effective Time was cancelled and converted into the right to receive the Merger Consideration, subject to withholding of applicable taxes and without interest. |
| 4. This line item represents unvested RSAs held by the Reporting Person that were tendered pursuant to the Offer. Pursuant to the terms of the Merger Agreement, at the Effective Time, each unvested RSA that was outstanding immediately prior to the Effective Time and not validly tendered in the Offer was cancelled and converted into the right to receive the Merger Consideration, subject to withholding of applicable taxes and without interest. |
| 5. Pursuant to the terms of the Merger Agreement, at the Effective Time, each option that had a per Share exercise price that was less than the Cash Amount (whether vested or unvested) that was outstanding and unexercised immediately prior to the Effective Time, was cancelled and converted into the right to receive, for each Share underlying such option, (i) an amount in cash equal to the excess of the Cash Amount over the per Share exercise price of such option and (ii) one CVR. (continued in footnote 6) |
| 6. (Continued from footnote 5) Each option that was outstanding and unexercised immediately prior to the Effective Time that had a per Share exercise price greater than or equal to the Cash Amount, and less than $2.71, was cancelled and converted into the right to receive, for each Share underlying such option, upon the occurrence of any Milestone Payment, (i) an amount in cash equal to the Cash Amount, plus the applicable Milestone Payment, plus any Milestone Payment previously paid with respect to such Share, minus the per Share exercise price of the option, minus (ii) any amount previously paid out for such option pursuant to any previous Milestone Payment. |
| Remarks: |
| Vice President, Corporate Controller and Interim Chief Financial Officer |
| /s/ Albert P. Parker, Attorney-in-Fact | 10/11/2023 | |
| ** 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. | ||
