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Filing Details

Accession Number:: 0000950142-21-003504
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2021-11-02 16:05:45
Reporting Period:: 2021-08-19

Accepted Time:: 2021-11-02 16:05:45
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1719406	Nrx Pharmaceuticals Inc.	NRXP	Pharmaceutical Preparations (2834)	822844431

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1864648	Alessandra Daigneault	C/O Nrx Pharmaceuticals, Inc. 1201 North Market Street, Suite 111 Wilmington DE 19801	General Counsel & Secretary	No	Yes	No	No

Reported Non-Derivative Transactions

Show Other Fields >>

Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership
Common Stock	Acquisiton	2021-08-19	27,395	$3.07	33,715	No	4	M	Direct
Common Stock	Disposition	2021-08-23	33,715	$13.11	0	No	4	S	Direct
Common Stock	Acquisiton	2021-09-02	18,420	$3.07	18,420	No	4	M	Direct
Common Stock	Acquisiton	2021-09-02	13,164	$3.07	31,584	No	4	M	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	M	Direct
No	4	S	Direct
No	4	M	Direct
No	4	M	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Employee Stock Option (Right to buy)	Disposition	2021-08-19	43,000	$3.07	43,000	$3.07
Common Stock	Restricted Stock Units	Acquisiton	2021-08-19	15,605	$0.00	15,605	$0.00
Common Stock	Employee Stock Option (Right to buy)	Disposition	2021-09-02	28,916	$3.07	28,916	$3.07
Common Stock	Employee Stock Option (Right to buy)	Disposition	2021-09-02	20,666	$3.07	20,666	$3.07
Common Stock	Restricted Stock Units	Acquisiton	2021-09-02	10,496	$0.00	10,496	$0.00
Common Stock	Restricted Stock Units	Acquisiton	2021-09-02	7,502	$0.00	7,502	$0.00

Remaning Holdings	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
100,840	2030-09-01	No	4	C	Direct
15,605		No	4	A	Direct
71,924	2030-09-01	No	4	C	Direct
28,934	2030-11-15	No	4	C	Direct
26,101		No	4	A	Direct
33,603		No	4	A	Direct

Footnotes

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.
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.
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.
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.
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.