Michael Sinclair - 02 Mar 2023 Form 4 Insider Report for OPIANT PHARMACEUTICALS, INC.

Role
Director, 10%+ Owner
Signature
/s/ Michael Sinclair
Issuer symbol
N/A
Transactions as of
02 Mar 2023
Net transactions value
-$1,803,400
Form type
4
Filing time
03 Mar 2023, 08:10:52 UTC
Previous filing
15 Jun 2022
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction OPNT Common Stock Disposed to Issuer $549,000 -27,450 -100% $20.00 0 02 Mar 2023 Footnote F1, F2
transaction OPNT Common Stock, par value $0.001 per share Disposed to Issuer $454,400 -22,720 -100% $20.00 0 02 Mar 2023 Direct F1
transaction OPNT Common Stock, par value $0.001 per share Disposed to Issuer $800,000 -40,000 -100% $20.00 0 02 Mar 2023 Direct F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction OPNT Options Disposed to Issuer $0 -100,000 -100% $0.000000* 0 02 Mar 2023 Common Stock, par value $0.001 per share 100,000 $8.00 Direct F3
transaction OPNT Options Disposed to Issuer $0 -250,000 -100% $0.000000* 0 02 Mar 2023 Common Stock, par value $0.001 per share 250,000 $7.25 Direct F3
transaction OPNT Options Disposed to Issuer $0 -75,000 -100% $0.000000* 0 02 Mar 2023 Common Stock, par value $0.001 per share 75,000 $6.00 Direct F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Michael Sinclair is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 Disposed of pursuant to that certain Agreement and Plan of Merger between the Issuer, Indivior Inc., and Olive Acquisition Subsidiary, Inc., dated as of November 13, 2022 (the "Merger Agreement"), in exchange for a cash payment of $20.00 per share without interest thereon (the "Merger Consideration").
F2 27,450 shares held in certificate form indirectly by (i) Proton Therapy USA, a entity owned jointly by Dr. Sinclair and his son (5,000 shares); (ii) one pension fund (10,000 shares); (iii) a second pension fund (2,000 shares); (iv) Clearsearch Ltd., an entity who holds the shares for the benefit of Dr. Sinclair (2,650 shares); and (v) Eastkings Pension Fund, an entity which holds the shares for the benefit of Dr. Sinclair's wife (7,800 shares).
F3 The option was cancelled pursuant to the Merger Agreement, in exchange for a cash payment equal to (x) the difference between the Merger Consideration and the per share exercise price of the option, multiplied by (y) the number of disposed option shares.