Oyster Point Pharma (OYST) Form 4 Oyster Point Pharma / Daniel Lochner 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^*

Lochner Daniel

(Last) (First) (Middle)

C/O OYSTER POINT PHARMA, INC.

202 CARNEGIE CENTER, SUITE 106

(Street)

PRINCETON NJ 08540

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Oyster Point Pharma, Inc. [ OYST ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
01/29/2022

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	01/29/2022		F(1)		938	D	$11.7	76,525(2)	D
Common Stock	01/03/2023		U		56,289	D	(3)(4)	20,236	D
Common Stock	01/03/2023		D		20,236(5)	D	(5)	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
Performance Stock Units	(6)	01/03/2023		D			300,000	(7)	07/05/2032	Common Stock	300,000	(7)	0	D
Stock Option (Right to Buy)	$11.51	01/03/2023		D			161,251	(8)(9)	07/25/2029	Common Stock	161,251	(10)	0	D
Stock Option (Right to Buy)	$32.65	01/03/2023		D			72,648	(8)(9)	02/03/2030	Common Stock	72,648	(10)	0	D
Stock Option (Right to Buy)	$18.77	01/03/2023		D			50,500	(8)(9)	01/29/2031	Common Stock	50,500	(10)	0	D
Stock Option (Right to Buy)	$13.78	01/03/2023		D			45,000	(8)(9)	08/26/2031	Common Stock	45,000	(10)	0	D
Stock Option (Right to Buy)	$16	01/03/2023		D			87,900	(8)(9)	01/09/2032	Common Stock	87,900	(10)	0	D

Explanation of Responses:

1. The transaction reported represents the withholding of shares by the Issuer on January 29, 2022 to satisfy the Reporting Person's tax withholding obligations in connection with the non-reportable vesting and settlement of restricted stock units. This transaction is being reported late due to an inadvertent administrative error.

2. Includes an aggregate of 3,000 shares acquired under the Issuer's Employee Stock Purchase Plan in transactions that were exempt under both Rule 16b-3(d) and Rule 16b-3(c).

3. Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated November 7, 2022, among the Issuer, Iris Purchaser Inc. ("Purchaser"), a wholly owned subsidiary of Viatris, Inc. ("Viatris"), and Viatris, Purchaser commenced a tender offer (the "Offer") to purchase all the outstanding common stock of the Issuer for the Per Share Price (as defined below). On January 3, 2023, the Offer was consummated, after which Purchaser merged with and into the Issuer with the Issuer continuing as the surviving corporation and a wholly owned subsidiary of Viatris (the "Merger"). At the consummation of the Offer and the Merger, respectively, (i) Purchaser purchased all shares of Issuer's common stock that were validly tendered pursuant to the Offer for a cash payment equal to the Per Share Price and (ii) each share of the Issuer's common stock that was issued and outstanding immediately prior to the effective time of the Merger (the "Effective Time")(continued in Footnote 4)

4. (other than shares that were held (a) by the Issuer (including any treasury shares) or by Viatris or Purchaser or any other direct or indirect wholly owned subsidiary of Viatris or (b) by stockholders of the Issuer who had properly exercised and perfected, and not withdrawn or otherwise lost, their appraisal rights under the Delaware General Corporate Law) was cancelled and converted into the right to receive (a) a cash payment of $11.00 per share (the "Cash Amount") and (b) one non-transferable contractual contingent value right representing the right to receive any applicable milestone payment if specified milestones are achieved (the "Milestone Payment" and together with the Cash Amount, the "Per Share Price") pursuant to a Contingent Value Rights Agreement, dated January 3, 2023, by and between Viatris and American Stock Transfer & Trust Company, LLC as Rights Agent.

5. This line item represents unvested restricted stock units with respect to the Issuer's common stock ("RSUs") held by the Reporting Person. Pursuant to the Merger Agreement, at the Effective Time, each outstanding and unvested RSU or portion thereof was converted into a restricted stock unit with respect to Viatris common stock (rounded down to the nearest whole share) determined by multiplying the total number of shares deliverable under such RSUs as of immediately prior to the Effective Time and the Equity Award Exchange Ratio (as defined in the Merger Agreement), subject to substantially the same terms and conditions, including vesting conditions, as were applicable to such RSUs immediately prior to the Effective Time.

6. This line item represents performance stock units ("PSUs") held by the Reporting Person. Each PSU represents a contingent right to receive one share of common stock of the Issuer.

7. Pursuant to the Merger Agreement, at the Effective Time, each outstanding and unvested PSU was converted into a time-based vesting restricted stock unit with respect to Viatris common stock (rounded down to the nearest whole share) determined by multiplying the target number of shares deliverable under such PSUs as of immediately prior to the Effective Time and the Equity Award Exchange Ratio (as defined in the Merger Agreement), subject to substantially the same terms and conditions, including vesting conditions, as were applicable to such PSUs immediately prior to the Effective Time.

8. This line item represents stock options held by the Reporting Person. Pursuant to the Merger Agreement, at the Effective Time, each outstanding vested stock option with an exercise price less than $13.00 was canceled and converted into the right to receive an amount in cash, equal to the excess, if any, of the Per Share Price over the exercise price applicable to such stock option, less applicable tax withholdings.

9. In addition, pursuant to the Merger Agreement, at the Effective Time, each outstanding, unvested and unexercised stock option with an exercise price less than $13.00 will be converted into an option to purchase a number of shares of Viatris common stock (rounded down to the nearest whole share) determined by multiplying the number of shares deliverable under such stock option as of immediately prior to the Effective Time and the Equity Award Exchange Ratio (as defined in the Merger Agreement), and with an exercise price per share that is equal to the quotient (rounded up to the nearest cent) of the exercise price per share of such stock option as of immediately prior to the Effective Time divided by the Equity Award Exchange Ratio, subject to substantially the same terms and conditions, including vesting conditions, as were applicable to such stock option immediately prior to the Effective Time.

10. Each vested and unvested stock option that has an exercise price per share that is equal to or greater than the Per Share Price will be canceled for no consideration.

Remarks:

	/s/ Brandon Fenn, Attorney-in-Fact	01/04/2023
	** Signature of Reporting Person	Date
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