Ownership Submission
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FORM 4
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Check this box if no longer subject to Section 16, Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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OMB APPROVAL
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OMB Number:3235-0287Expires:January 31, 2005Estimated average burden hours per response...0.5
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1. Name and Address of Reporting Person *
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Conway Robert G
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2. Issuer Name and Ticker or Trading Symbol
AGILE THERAPEUTICS INC [AGRX]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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_____ Director
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_____ 10% Owner
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_____ Officer (give title below)
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_____ Other (specify below)
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Chief Supply Chain Officer /
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(Last)
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(First)
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(Middle)
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500 COLLEGE ROAD EAST, SUITE 310
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3. Date of Earliest Transaction (Month/Day/Year)
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(Street)
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PRINCETON
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NJ
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08540
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4. If Amendment, Date Original Filed(Month/Day/Year)
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6. Individual or Join/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
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2. Transaction Date (Month/Day/Year)
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2A. Deemed Execution Date, if any (Month/Day/Year)
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3. Transaction Code
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4. Securities Acquired (A) or Disposed of (D)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
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6. Ownership Form: Direct (D) or Indirect (I)
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7. Nature of Indirect Beneficial Ownership
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
(e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date (Month/Day/Year)
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3A. Deemed Execution Date, if any (Month/Day/Year)
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4. Transaction Code
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
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8. Price of Derivative Security
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
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11. Nature of Indirect Beneficial Ownership
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expriation Date
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Title
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Amount or Number of Shares
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Conway Robert G
500 COLLEGE ROAD EAST, SUITE 310
PRINCETON, NJ08540
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Chief Supply Chain Officer
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Signatures
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/s/ Geoffrey P. Gilmore, Attorney-in-fact
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2024-08-26
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**Signature of Reporting Person
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Date
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Explanation of Responses:
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(*)
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If the form is filed by more than one reporting person, see Instruction 5(b)(v).
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(**)
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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(1)
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Upon the consummation of the merger (the "Merger") pursuant to that certain Agreement and Plan of Merger (the "Merger Agreement"), dated as of June 25, 2024, by and among Agile Therapeutics, Inc. (the "Company"), Insud Pharma, S.L. ("Insud"), and Exeltis Project, Inc., a Delaware corporation and indirect, wholly owned subsidiary of Insud ("Merger Sub"), 10,125 restricted stock units ("Agile RSUs") were cancelled and converted into the right to receive a cash payment of $1.52 (the "Merger Consideration") per Agile RSU, for an aggregate of $15,390, equal to the product of (x) the Merger Consideration, multiplied by (y) the total number of shares of Common Stock subject to such Agile RSU owned by the reporting person.
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(2)
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Upon the consummation of the Merger, pursuant to the Merger Agreement, 3,404 shares of Common Stock were converted into the right to receive the Merger Consideration, for an aggregate of $5,174, equal to the product of (x) the Merger Consideration, multiplied by (y) the total number of shares of Common Stock owned by the reporting person.
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Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
See Instruction 6 for procedure.Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
