Sec Form 4 Filing - GARRITY THOMAS J @ ANTARES PHARMA, INC. - 2022-05-24

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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
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
GARRITY THOMAS J
2. Issuer Name and Ticker or Trading Symbol
ANTARES PHARMA, INC. [ ATRS]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O ANTARES PHARMA, INC., 100 PRINCETON SOUTH, SUITE 300
3. Date of Earliest Transaction (MM/DD/YY)
05/24/2022
(Street)
EWING, NJ08628
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 05/24/2022 D( 1 )( 2 ) 224,406 D $ 5.6 0 D
Common Stock( 3 ) 05/24/2022 D( 1 )( 2 ) 25,452 D $ 5.6 0 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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) $ 3.09 05/24/2022 D 61,930 ( 4 ) ( 4 ) Common Stock 61,930 ( 4 ) 0 D
Stock Option (right to buy) $ 2.18 05/24/2022 D 99,395 ( 4 ) ( 4 ) Common Stock 99,395 ( 4 ) 0 D
Stock Option (right to buy) $ 2.66 05/24/2022 D 80,318 ( 4 ) ( 4 ) Common Stock 80,318 ( 4 ) 0 D
Stock Option (right to buy) $ 2.7 05/24/2022 D 76,548 ( 4 ) ( 4 ) Common Stock 76,548 ( 4 ) 0 D
Stock Option (right to buy) $ 2.92 05/24/2022 D 46,729 ( 4 ) ( 4 ) Common Stock 46,729 ( 4 ) 0 D
Stock Option (right to buy) $ 2.73 05/24/2022 D 58,246 ( 4 ) ( 4 ) Common Stock 58,246 ( 4 ) 0 D
Stock Option (right to buy) $ 4.42 05/24/2022 D 48,542 ( 4 ) ( 4 ) Common Stock 48,542 ( 4 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
GARRITY THOMAS J
C/O ANTARES PHARMA, INC.
100 PRINCETON SOUTH, SUITE 300
EWING, NJ08628
X
Signatures
/s/ Lisa M. Kallebo as attorney-in-fact for Thomas J. Garrity 05/26/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of April 12, 2022, by and among the Issuer, Antares Pharma, Inc., a Delaware corporation (the "Company"), Halozyme Therapeutics, Inc., a Delaware corporation ("Parent"), and Atlas Merger Sub, Inc., a Delaware corporation ("Purchaser") and a wholly owned subsidiary of Parent, to which Purchaser completed a tender offer for shares of common stock of Issuer, $0.01 par value per share (each, a "Share") and thereafter merged with and into the Issuer (the "Merger") effective as of May 24, 2022 (the "Effective Time").
( 2 )(Continued from Footnote 1) At the Effective Time, each Share outstanding immediately prior to the Effective Time (other than Excluded Shares) was converted into the right to receive $5.60 in cash, without interest (the "Merger Consideration") and subject to any withholding of taxes required by applicable legal requirements, upon the terms and subject to the conditions of the Merger Agreement. From and after the Effective Time, all Shares were no longer outstanding and were automatically cancelled.
( 3 )Each Company restricted stock unit ("Company RSU") means any restricted stock unit granted under the Company Equity Plan. At the Effective Time, each Company RSU that was outstanding immediately prior to the Effective Time was cancelled at the Effective Time and converted into the right to receive a cash payment equal to the product of (i) the number of Shares issuable in settlement of the Company RSU immediately prior to the Effective Time multiplied by (ii) the Merger Consideration.
( 4 )Each Company option to purchase Shares ("Company Option") means any option to purchase Shares granted under the Company Equity Plan. At the Effective Time, each Company Option that was then outstanding as of immediately prior to the Effective Time was, to the extent unvested, accelerated and became fully vested and exercisable effective prior to the Effective Time. Each Company Option that was outstanding and unexercised as of immediately prior to the Effective Time was cancelled and converted into the right to receive cash in an amount equal to the product of (i) the total number of Shares subject to such Company Option immediately prior to the Effective Time, multiplied by (ii) the excess of (A) the Merger Consideration over (B) the exercise price payable per Share under such Company Option.

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