Herbert Raymond McMaster Form 3 NRX Pharmaceuticals / Herbert Raymond McMaster ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

McMaster Herbert Raymond

(Last) (First) (Middle)

C/O NRX PHARMACEUTICALS, INC.

1201 NORTH MARKET STREET, SUITE 111

(Street)

WILMINGTON DE 19801

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/26/2021

3. Issuer Name and Ticker or Trading Symbol
NRX Pharmaceuticals, Inc. [ NRXP ]

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (Right to buy)	(1)(2)	01/04/2028	Common Stock	45,086(1)(2)	2.22	D
Employee Stock Option (Right to buy)	05/26/2022	05/25/2032	Common Stock	3,845	23.41	D

Explanation of Responses:

1. Pursuant to the Agreement and Plan of Merger, dated December 13, 2020, by and among NRX Pharmaceuticals, Inc. (the "Issuer"), NeuroRx, Inc. ("NeuroRx") and Big Rock Merger Corp., (the "Merger Agreement"), each option and warrant of NeuroRx that was outstanding and unexercised immediately prior to the effective time of the business combination was assumed by the Issuer (each, a "Substitute Security") and represents the right to acquire an adjusted number of shares of common stock, par value $0.001 per share, of the Issuer (the "Common Stock") at an adjusted exercise price, in each case, pursuant to the terms of the Merger Agreement. (cont'd on FN 2)

2. (cont'd from FN 1) In the event that any Substitute Security is exercised prior to the earlier of (i) the date on which both the Earnout Share Milestone and the Earnout Cash Milestone (as defined in the Merger Agreement) have been achieved, and (ii) December 31, 2022, a number of shares of the Common Stock will be subject to forfeiture pursuant to the Option Post-Earnout Adjustment (as defined in the Merger Agreement). The options are fully vested.

	/s/ Herbert R. McMaster	11/02/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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