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Ownership Document
|
| Schema Version: X0508 |
| Document Type: 4 |
| Period of Report: 11/17/23 |
| Not Subject to Section 16: 1 |
| Issuer: |
| Issuer CIK: 1069308 |
| Issuer Name: Acer Therapeutics Inc. |
| Issuer Trading Symbol: ACER |
| Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1221599 |
| | Owner Name: ASELAGE STEVE |
| Reporting Owner Address: |
| | Owner Street 1: C/O ACER THERAPEUTICS INC. ONE GATEWAY |
| | Owner Street 2: CENTER SUITE 356, 300 WASHINGTON STREET |
| | Owner City: NEWTON |
| | Owner State: MA |
| | Owner ZIP Code: 02458 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? Yes |
| | Is Officer? No |
| | Is Ten Percent Owner? No |
| | Is Other? No |
| Aff 10b5 One: 0 |
| Non-Derivative Table: |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Common Stock, $0.0001 par value per share |
| | Transaction Date: |
| | | Value: 11/17/23 |
| | Deemed Execution Date: |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: D |
| | | Equity Swap Involved? No |
| | | Footnote ID: F1 |
| | | Footnote ID: F2 |
| | | Footnote ID: F3 |
| | Transaction Timeliness: |
| | | Value: |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 483,741 |
| | | Transaction Price Per Share: |
| Footnote ID: F1 |
| Footnote ID: F2 |
| Footnote ID: F3 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 0 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Footnotes: |
| Footnote - F1: Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of August 30, 2023, by and among Acer Therapeutics Inc., a Delaware corporation ("Issuer"), Zevra Therapeutics, Inc., a Delaware corporation ("Zevra"), and Aspen Z Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Zevra ("Merger Sub"), effective November 17, 2023 (the "Effective Time"), Merger Sub merged with and into the Issuer, with the Issuer continuing as the surviving corporation and a wholly-owned subsidiary of Zevra. |
| Footnote - F2: Pursuant to the Merger Agreement, at the Effective Time, each share of Issuer common stock, $0.0001 par value per share, issued and outstanding immediately prior to the Effective Time, was converted into the right to receive (i) 0.1210 fully paid and non-assessable shares of common stock of Zevra, par value $0.0001 per share, and (ii) one non-transferable contingent value right issued by Zevra, which entitles the holder to potentially receive their pro rata portion of contingent payments of (A) up to $76 million in cash upon the achievement of certain commercial and regulatory milestones for certain of Acer's products and (B) additional cash of an indeterminate amount, subject to achievement of milestones related to Acer's early-phase emetine program, and otherwise subject to and in accordance with the terms and conditions of the Contingent Value Rights Agreement, dated as of November 17, 2023, by and among Zevra, Computershare Inc. and Computershare Trust Company. |
| Footnote - F3: (Continued From Footnote 2) At the Effective Time, the closing price of one share of Zevra common stock was $4.34. |
| Remarks: |
| Owner Signature: |
| Signature Name: /s/ Harry S. Palmin, as Attorney-in-Fact |
| Signature Date: 11/20/23 |
