Morgan Adam's Form 4 filing
Alimera Sciences Inc (ALIM) · filed May 19, 2023
- Accession no.
- 0000921895-23-001299
- Filed
- May 19, 2023, 5:17 PM ET
- Trade date
- May 17, 2023
- Filing delay
- 2 days
- Rule 10b5-1 plan
- Not checked
This filing lists 1 non-derivative transaction and 3 derivative transactions. Open-market purchases total $2.38M. It was filed 2 days after the trade.
Reporting owners
A Form 4 can have several reporting owners, such as a person and a fund they control. Trade tables show the first one.
| Owner | Relationship to the company |
|---|---|
| Morgan AdamCIK 0001964335 | Director, 10% Owner |
Non-derivative securities (Table I)
Acquisitions and disposals of common stock and similar shares, one row per line on the filing.
| Trade date | Security | Transaction | Shares | Price | Value | Shares after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| May 17, 2023 | Common Stock | PPurchaseAcquired | +1,401,901 | $1.70 | +$2,383,231.7 | 1,659,654 | Indirect |
Derivative securities (Table II)
Options, warrants, restricted stock units and similar. Shares are the underlying shares; price and value are for the derivative itself, and the holding after is in derivative units.
| Trade date | Security | Transaction | Underlying shares | Unit price | Value | Held after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| May 17, 2023 | Series B Convertible Preferred Stock | PPurchaseAcquired | +8,117 | –F3 | – | 8,117 | Indirect | |
| May 17, 2023 | Common Stock | JOtherDisposed | −800,000 | –F6,F7 | – | 800,000 | Indirect | |
| May 17, 2023 | Series B Convertible Preferred Stock | PPurchaseAcquired | +7,000 | –F3 | – | 7,000 | Indirect |
Footnotes and remarks
Livermore keeps the footnotes that transaction prices refer to, all footnotes of amendments (Form 4/A) and the filing's remarks. Other footnotes, such as how indirect holdings are held or the details of a trading plan, are only in the original on SEC EDGAR.
- F3
Velan Master purchased 8,117 shares of Series B Convertible Preferred Stock of the Issuer (the "Series B Preferred Stock") and Velan SPV purchased 7,000 shares of the Series B Preferred Stock in the Tranche 2 Closing (as defined below) pursuant to the terms of the Securities Purchase Agreement, dated as of March 24, 2023 (as amended, the "SPA") and the Certificate of Designation of the Series B Preferred Stock (as amended, the "Certificate of Designation"). The initial conversion price of the Series B Preferred Stock issued on May 17, 2023 (the "Tranche 2 Closing") was $1.70, subject to customary adjustment, including certain anti-dilution adjustments (the "Tranche 2 Conversion Price"). Therefore, the amounts reported in this Form 4 are subject to change. The Series B Preferred Stock has no stated maturity.
Referenced by the price of 2 transactions in Table II.
- F6
As previously disclosed in the Reporting Person's Section 16 filings with respect to the Issuer, Velan Master purchased 6,000 shares of Series B Preferred Stock and warrants to purchase 2,857,143 shares of Common Stock of the Issuer (the "Warrants") in the Tranche 1 Closing (as defined below) pursuant to the terms of the SPA, the Certificate of Designation, and the Warrant to Purchase Shares of Common Stock of the Issuer, dated March 24, 2023.
Referenced by the price of 1 transaction in Table II.
- F7
On May 17, 2023, the Issuer entered into a Joinder and Amendment to the SPA (the "SPA Amendment") with Velan Master and Velan SPV and the other purchasers identified on the signature pages thereto. The SPA Amendment provided for, among other things, the reduction in the number of shares underlying the Warrants issued at the Tranche 1 Closing to Velan Master from 2,857,143 shares to 800,000 shares (instead 500,000 shares, as originally contemplated by the SPA). The other terms of the Warrants remained unchanged.
Referenced by the price of 1 transaction in Table II.