NRX Pharmaceuticals, Inc. — Director's Dealing 2021

Nov 2, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NRX Pharmaceuticals, Inc. (NRXP)
CIK: 0001719406
Period of Report: 2021-08-19

Reporting Person: Daigneault Alessandra (General Counsel & Secretary)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-08-19	Common Stock	M	27395	$3.07	Acquired	33715	Direct
2021-08-23	Common Stock	S	33715	$13.11	Disposed	0	Direct
2021-09-02	Common Stock	M	18420	$3.07	Acquired	18420	Direct
2021-09-02	Common Stock	M	13164	$3.07	Acquired	31584	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-08-19	Employee Stock Option (Right to buy)	$3.07	C	43000	Disposed	2030-09-01	Common Stock (43000)	Direct
2021-08-19	Restricted Stock Units	$	A	15605	Acquired		Common Stock (15605)	Direct
2021-09-02	Employee Stock Option (Right to buy)	$3.07	C	28916	Disposed	2030-09-01	Common Stock (28916)	Direct
2021-09-02	Employee Stock Option (Right to buy)	$3.07	C	20666	Disposed	2030-11-15	Common Stock (20666)	Direct
2021-09-02	Restricted Stock Units	$	A	10496	Acquired		Common Stock (10496)	Direct
2021-09-02	Restricted Stock Units	$	A	7502	Acquired		Common Stock (7502)	Direct

Footnotes

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.

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.

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.

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.

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.