Harshbarger Benjamin 4

What Happened

• Benjamin Harshbarger, Chief Legal Officer of Astria Therapeutics, reported three dispositions of derivative securities on 2026-01-23 totaling 350,833 shares (33,333; 55,000; 262,500). The reported dispositions are derivative in nature and show "N/A" for per-share price on the Form 4.
• These dispositions resulted from the merger with BioCryst (effective Jan 23, 2026). Under the merger agreement, Astria options with exercise prices below $13.00 ("in‑the‑money" options) were cashed out for a cash payment equal to (number of shares subject to the option) × ($13.00 − option exercise price). Options with exercise prices at or above $13.00 were canceled for no consideration (and those cancelations are exempt from Section 16 reporting).

Key Details

• Transaction date: 2026-01-23 (effective date of the merger).
• Reported dispositions: 33,333; 55,000; and 262,500 derivative shares — total 350,833.
• Price/value: Per-share price shown as N/A on the Form 4; cash consideration for in‑the‑money options is determined by the merger formula ($13.00 minus option exercise price) and is not broken out on this filing.
• Transaction code: D (Disposition to issuer) for derivative securities resulting from the merger.
• Shares owned after transaction: Not stated in the filing.
• Footnotes: F1 notes figures were adjusted for a prior 1-for-6 reverse split (Aug 19, 2021). F2 explains the merger mechanics (cash-out of in‑the‑money options; cancellation of out‑of‑the‑money options).
• Timeliness: Filing lists the transaction date as 2026-01-23 and was filed with the same report date — appears timely.

Context

• This is not an open-market sale by the insider but a corporate transaction (options canceled/cash‑settled under merger terms). The reported dispositions reflect option settlements at merger, not a voluntary sale of existing stock holdings.
• The cash received (if any) depends on each option's original exercise price; the Form 4 does not disclose per-option exercise prices or aggregate cash paid to the reporting person.