Statement of Changes in Beneficial Ownership (4)
December 17 2021 - 5:07PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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
*
Bisson Lori |
2. Issuer Name and Ticker or Trading Symbol
Soliton, Inc.
[
SOLY
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Financial Officer |
(Last)
(First)
(Middle)
C/O SOLITON, INC. 5304 ASHBROOK DRIVE |
3. Date of Earliest Transaction
(MM/DD/YYYY)
12/16/2021 |
(Street)
HOUSTON, TX 77081
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 12/16/2021 | | D(1) | | 60000 | D | $22.60 (1) | 0 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Stock option (right to buy) | $1.75 | 12/16/2021 | | D | | | 180000 | (2) | 6/8/2028 | Common Stock | 180000.0 | (2) | 0 | D | |
Stock option (right to buy) | $1.75 | 12/16/2021 | | D | | | 83500 | (2) | 2/4/2029 | Common Stock | 83500.0 | (2) | 0 | D | |
Stock option (right to buy) | $14.62 | 12/16/2021 | | D | | | 21100 | (2) | 6/27/2029 | Common Stock | 21100.0 | (2) | 0 | D | |
Stock option (right to buy) | $11.71 | 12/16/2021 | | D | | | 53600 | (2) | 2/4/2030 | Common Stock | 53600.0 | (2) | 0 | D | |
Stock option (right to buy) | $9.74 | 12/16/2021 | | D | | | 65000 | (2) | 1/21/2031 | Common Stock | 65000.0 | (2) | 0 | D | |
Warrant (right to buy) | $1.75 | 12/16/2021 | | D | | | 6186 | (3) | 10/19/2023 | Common Stock | 6186.0 | (3) | 0 | D | |
Warrant (right to buy) | $1.75 | 12/16/2021 | | D | | | 4639 | (3) | 10/30/2023 | Common Stock | 4639.0 | (3) | 0 | D | |
Warrant (right to buy) | $1.75 | 12/16/2021 | | D | | | 4175 | (3) | 11/15/2023 | Common Stock | 4175.0 | (3) | 0 | D | |
Explanation of Responses: |
(1) | Pursuant to the Agreement and Plan of Merger, dated as of May 8, 2021 (the "Merger Agreement"), by and among Soliton, Inc. (the "Company"), AbbVie Inc. ("AbbVie") and Scout Merger Sub, Inc., a wholly owned subsidiary of AbbVie ("Merger Sub"), at the effective time of the merger of Merger Sub with and into the Company (the "Merger"), these shares of Company common stock were converted into the right to receive $22.60 in cash (the "Merger Consideration"), without interest. |
(2) | Pursuant to the Merger Agreement, immediately prior to the effective time of the Merger, each outstanding and unexercised option, whether vested or unvested, was converted into the right to receive a cash payment, without interest and subject to deduction for any required withholding under applicable law, in an amount equal to the Merger Consideration minus the exercise price that would be due in cash upon exercise of such option. |
(3) | Pursuant to the Merger Agreement, at the effective time of the Merger, each outstanding and unexercised warrant, whether vested or unvested, was converted into the right to receive a cash payment, without interest and subject to deduction for any required withholding under applicable law, in an amount equal to the excess of (i) the number of shares of common stock subject to the warrant, multiplied by the Merger Consideration over (ii) the number of shares of common stock subject to the warrant, multiplied by the per share exercise price of such warrant. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Bisson Lori C/O SOLITON, INC. 5304 ASHBROOK DRIVE HOUSTON, TX 77081 |
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| Chief Financial Officer |
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Signatures
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/s/ Lori Bisson | | 12/16/2021 |
**Signature of Reporting Person | Date |
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