NRX Pharmaceuticals, Inc. — Director's Dealing 2021

Jun 11, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NRX Pharmaceuticals, Inc. (NRXP)
CIK: 0001719406
Period of Report: 2021-05-24

Reporting Person: Besthof Robert (Chief Comm. & Patient Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-05-24	Employee Stock Option (Right to buy)	$0.21	A	347200	Acquired	2026-03-01	Common Stock (347200)	Direct
2021-05-24	Employee Stock Option (Right to buy)	$3.08	A	347200	Acquired	2030-10-23	Common Stock (347200)	Direct

Footnotes

F1: Pursuant to the Merger Agreement, each option and warrant of NeuroRx that was outstanding and unexercised immediately prior to the Effective Time was assumed by NRX Pharmaceuticals (each, a "Substitute Security") and represents the right to acquire an adjusted number of shares of Common Stock at an adjusted exercise price, in each case, pursuant to the terms of the Merger Agreement. In the event that any Substitute Security is exercised prior to the earlier of the date on which both the Earnout Share Milestone and the Earnout Cash Milestone (as defined in the Merger Agreement) have been achieved and December 31, 2022, a number of shares of the Issuer's common stock will be subject to forfeiture pursuant to the Option Post-Earnout Adjustment (as defined in the Merger Agreement).

F2: Subject to certain conditions, the options will generally vest in five equal installments of 20% on each of 10/23/21, 10/23/22, 10/23/23, 10/23/24 and 10/23/25.