Brenner Randall B. Form 4 Paratek Pharmaceuticals / Randall B. Brenner 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^*

Brenner Randall B.

(Last) (First) (Middle)

C/O PARATEK PHARMACEUTICALS, INC.

75 PARK PLAZA, 4TH FLOOR

(Street)

BOSTON MA 02116

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Paratek Pharmaceuticals, Inc. [ PRTK ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Development & Regulatory

3. Date of Earliest Transaction (Month/Day/Year)
09/21/2023

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	09/21/2023		D		329,709	D	(1)(2)	85,500	D
Common Stock	09/21/2023		D		85,500	D	(3)(4)	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

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 June 6, 2023, by and among the Issuer, Resistance Acquisition, Inc. ("Parent"), and Resistance Merger Sub, Inc., a wholly owned subsidiary of Parent ("Merger Sub"), pursuant to which Merger Sub merged with and into Issuer with the Issuer being the surviving corporation (the "Merger").

2. (Continued from Footnote 1) Pursuant to the Merger Agreement, as of the effective time of the Merger (the "Effective Time"), each issued and outstanding share of common stock of the Issuer ("Company Common Stock") was cancelled and retired and automatically converted into the right to receive (x) $2.15, payable to the holder thereof in cash, without interest (the "Cash Consideration") but subject to reduction for any applicable withholding taxes payable in respect thereof and (y) one (1) contractual contingent value right (a "CVR Payment") that represents the right to receive $0.85 upon satisfaction of certain conditions set forth in a Contingent Value Rights Agreement, dated September 21, 2023, by and between Parent and Equiniti Trust Company, LLC.

3. Pursuant to the Merger Agreement, at the Effective Time, each restricted stock unit award covering shares of Company Common Stock that is subject to vesting conditions based solely on continued employment or service granted under an Issuer equity plan (each, a "Company RSU") and each performance stock unit award covering shares of Company Common Stock that are subject to performance-based vesting conditions granted under an Issuer equity plan (each, a "Company PSU") (the Company RSUs and the Company PSUs, collectively "Company Equity Awards") that was then outstanding was cancelled, and the holder of such cancelled Company Equity Award is entitled, in exchange therefor, to receive (without interest and less applicable tax withholdings) (i) an amount in cash equal to the product of (A) the total number of shares of Company Common Stock subject to (or deliverable under) such Company Equity Award immediately prior to the Effective Time multiplied by (B) the Cash Consideration,

4. (Continued from Footnote 3) and (ii) a CVR Payment for each share of Company Common Stock subject thereto (the "Equity Award Consideration"), provided, that any payment of the Equity Award Consideration in respect of an unvested Company Equity Award will remain subject to the same vesting conditions as were applicable to such Company Equity Award immediately prior to the Effective Time and shall only become payable to the holder of such cancelled Company Equity Award to the extent such vesting conditions are satisfied following the closing of the Merger. If provided for pursuant to a subscription agreement entered into among the Reporting Person, the Issuer and Resistance TopCo L.P., a Delaware limited partnership ("Topco LP"), the settlement of such Equity Award Consideration may also be made inequity interests of Topco LP.

Remarks:

	/s/ William M. Haskel, Attorney-in-Fact for Randall B. Brenner	09/21/2023
	** Signature of Reporting Person	Date
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