Form 4: OptiNose Chief Legal Officer Disposes of Shares and Stock Options Following Merger with Paratek Pharmaceuticals

Following the merger of OptiNose with Paratek Pharmaceuticals, Chief Legal Officer Michael F. Marino III reports the disposal of common stock and stock options.

Summary

• On May 21, 2025, OptiNose, Inc. merged with Orca Merger Sub, a subsidiary of Paratek Pharmaceuticals, Inc.
• Michael F. Marino III, Chief Legal Officer of OptiNose, reported changes in beneficial ownership following the merger.
• As a result of the merger, Marino disposed of 125,204 shares of common stock.
• Each share of common stock was converted into the right to receive $9.00 in cash and one contingent value right (CVR).
• Marino also disposed of various stock options with different exercise prices, which were either canceled or converted into the right to receive cash or CVRs based on the merger agreement terms.
• Stock options with an exercise price greater than $14.00 were canceled for no consideration.
• Stock options with an exercise price greater than $9.00 but less than $14.00 were canceled and converted into the right to receive one CVR, with the amount payable reduced by the difference between the exercise price and $9.00.

Sentiment

Score: 5

Explanation: Neutral sentiment as the document simply reports the execution of a pre-existing merger agreement and the resulting changes in ownership for an executive. It doesn't convey positive or negative implications beyond the transactional details.

Future Outlook

The document outlines the immediate financial consequences of the merger agreement for the reporting person, but does not provide a broader future outlook for the merged entity.

Industry Context

This announcement reflects a common scenario following a merger or acquisition, where executives and major shareholders adjust their holdings in accordance with the terms of the agreement. It's a routine part of the corporate lifecycle.

Stakeholder Impact

• Shareholders received $9.00 in cash and one CVR per share.
• Holders of vested RSUs received cash and CVRs.
• Holders of unvested RSUs are contingently entitled to receive cash and CVRs upon vesting.
• Stock option holders received cash or CVRs depending on the exercise price of their options.

Key Dates

Keywords

Merger, OptiNose, Paratek Pharmaceuticals, Form 4, Beneficial Ownership, Stock Options, Common Stock, Contingent Value Right, CVR, Michael F. Marino III