Form 4 for NRXP NRX Pharmaceuticals, Inc.
Accepted 2021-11-02 00:00:00 ET · period of report 2021-08-19 · accession 0000950142-21-003504 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| DM | 2021-11-02 | 2021-08-19+ | NRXP | Daigneault Alessandra | GC, Sec | M - OptEx | $3.07 | +59.0K | 33.7K | New | +$181.1K |
| D | 2021-11-02 | 2021-08-23 | NRXP | Daigneault Alessandra | GC, Sec | S - Sale+OE | $13.11 | -33.7K | 0 | -100% | -$442.0K |
| DM | 2021-11-02 | 2021-08-19+ | NRXP | Daigneault Alessandra | GC, Sec | C - Cnv Deriv | $3.07 | -92.6K | 28.9K | -76% | -$284.2K |
| DM | 2021-11-02 | 2021-08-19+ | NRXP | Daigneault Alessandra | GC, Sec | A - Grant | $0.00 | +33.6K | 33.6K | New | $0 |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Common Stock | 2021-09-02 | M | A | 13,164 | $3.07 | 31,584 | D | — | — | (F3) Shares and restricted stock units acquired pursuant to the exercise of 20,666 vested stock options under the Plan. The Reporting person received 13,164 freely tradable shares of Common Stock and 7,502 restricted stock units under the Plan, each restricted stock unit representing a right to receive one share of Common Stock. These restricted stock units remain in the Plan and are subject to forfeiture if the Earnout Share Milestone and the Earnout Cash Milestone (as defined in the Merger Agreement) do not occur on or prior to December 31, 2022. |
| 2 | Common | Common Stock | 2021-09-02 | M | A | 18,420 | $3.07 | 18,420 | D | — | — | (F2) Shares and restricted stock units acquired pursuant to the exercise of 28,916 vested stock options under the Plan. The Reporting person received 18,420 freely tradable shares of Common Stock and 10,496 restricted stock units under the Plan, each restricted stock unit representing a right to receive one share of Common Stock. These restricted stock units remain in the Plan and are subject to forfeiture if the Earnout Share Milestone and the Earnout Cash Milestone (as defined in the Merger Agreement) do not occur on or prior to December 31, 2022. |
| 3 | Common | Common Stock | 2021-08-19 | M | A | 27,395 | $3.07 | 33,715 | D | — | — | (F1) Shares and restricted stock units acquired pursuant to the exercise of 43,000 vested stock options under the NRX Pharmaceuticals, Inc. 2021 Omnibus Incentive Plan (the "Plan"). The Reporting person received 27,395 freely tradable shares of common stock, par value $0.001 per share, of NRX Pharmaceuticals, Inc. (the "Common Stock ") and 15,605 restricted stock units, each restricted stock unit representing a right to receive one share of Common Stock. These restricted stock units remain in the Plan and are subject to forfeiture if the Earnout Share Milestone and the Earnout Cash Milestone (as defined in the Merger Agreement) do not occur on or prior to December 31, 2022. |
| 4 | Common | Common Stock | 2021-08-23 | S | D | 33,715 | $13.11 | 0 | D | — | — | |
| 5 | Derivative | Employee Stock Option (Right to buy) | 2021-08-19 | C | D | 43,000 | $3.07 | 100,840 | D | $3.07 · — to 2030-09-01 | 43,000 Common Stock | (F4) From an option grant dated September 1, 2020; subject to certain conditions, the options will generally vest in 24 equal installments every month commencing on 09/30/2020 and fully vesting on 09/30/2022. As of September 1, 2021, 22,923 options had vested and were available for exercise. |
| 6 | Derivative | Restricted Stock Units | 2021-08-19 | A | A | 15,605 | $0.00 | 15,605 | D | — · — to — | 15,605 Common Stock | (F1) Shares and restricted stock units acquired pursuant to the exercise of 43,000 vested stock options under the NRX Pharmaceuticals, Inc. 2021 Omnibus Incentive Plan (the "Plan"). The Reporting person received 27,395 freely tradable shares of common stock, par value $0.001 per share, of NRX Pharmaceuticals, Inc. (the "Common Stock ") and 15,605 restricted stock units, each restricted stock unit representing a right to receive one share of Common Stock. These restricted stock units remain in the Plan and are subject to forfeiture if the Earnout Share Milestone and the Earnout Cash Milestone (as defined in the Merger Agreement) do not occur on or prior to December 31, 2022. |
| 7 | Derivative | Employee Stock Option (Right to buy) | 2021-09-02 | C | D | 28,916 | $3.07 | 71,924 | D | $3.07 · — to 2030-09-01 | 28,916 Common Stock | (F4) From an option grant dated September 1, 2020; subject to certain conditions, the options will generally vest in 24 equal installments every month commencing on 09/30/2020 and fully vesting on 09/30/2022. As of September 1, 2021, 22,923 options had vested and were available for exercise. |
| 8 | Derivative | Employee Stock Option (Right to buy) | 2021-09-02 | C | D | 20,666 | $3.07 | 28,934 | D | $3.07 · — to 2030-11-15 | 20,666 Common Stock | (F5) From an option grant dated November 15, 2020; subject to certain conditions, the options will generally vest at a rate of 2066 every month commencing on 11/30/2020 through 10/30/1022 and the final 2,082 shares on 11/30/2022. As of September 1, 2021, 20,666 shares had vested and were available for exercise. |
| 9 | Derivative | Restricted Stock Units | 2021-09-02 | A | A | 10,496 | $0.00 | 26,101 | D | — · — to — | 10,496 Common Stock | (F2) Shares and restricted stock units acquired pursuant to the exercise of 28,916 vested stock options under the Plan. The Reporting person received 18,420 freely tradable shares of Common Stock and 10,496 restricted stock units under the Plan, each restricted stock unit representing a right to receive one share of Common Stock. These restricted stock units remain in the Plan and are subject to forfeiture if the Earnout Share Milestone and the Earnout Cash Milestone (as defined in the Merger Agreement) do not occur on or prior to December 31, 2022. |
| 10 | Derivative | Restricted Stock Units | 2021-09-02 | A | A | 7,502 | $0.00 | 33,603 | D | — · — to — | 7,502 Common Stock | (F3) Shares and restricted stock units acquired pursuant to the exercise of 20,666 vested stock options under the Plan. The Reporting person received 13,164 freely tradable shares of Common Stock and 7,502 restricted stock units under the Plan, each restricted stock unit representing a right to receive one share of Common Stock. These restricted stock units remain in the Plan and are subject to forfeiture if the Earnout Share Milestone and the Earnout Cash Milestone (as defined in the Merger Agreement) do not occur on or prior to December 31, 2022. |