4//SEC Filing
Hoerter Steven L. 4
Accession 0000950170-24-072196
CIK 0001654151other
Filed
Jun 10, 8:00 PM ET
Accepted
Jun 11, 8:31 PM ET
Size
19.9 KB
Accession
0000950170-24-072196
Insider Transaction Report
Form 4
Hoerter Steven L.
Director
Transactions
- Disposition to Issuer
Stock Option (Right to Buy)
2024-06-11−270,357→ 0 totalExercise: $9.23→ Common Stock (270,357 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2024-06-11−298,100→ 0 totalExercise: $15.92→ Common Stock (298,100 underlying) - Disposition to Issuer
Common Stock
2024-06-11−286,075→ 72,763 total - Disposition to Issuer
Stock Option (Right to Buy)
2024-06-11−395,735→ 0 totalExercise: $25.40→ Common Stock (395,735 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2024-06-11−415,000→ 0 totalExercise: $8.27→ Common Stock (415,000 underlying) - Award
Common Stock
2024-06-11+286,075→ 358,838 total - Disposition from Tender
Common Stock
2024-06-11−72,763→ 0 total - Disposition to Issuer
Stock Option (Right to Buy)
2024-06-11−250,000→ 0 totalExercise: $15.48→ Common Stock (250,000 underlying)
Footnotes (5)
- [F1]Represents restricted stock units ("RSUs") previously granted to the Reporting Person subject to performance-based vesting conditions, for which the performance conditions associated with such RSUs had not yet occurred.
- [F2]This Form 4 reports securities disposed pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of April 29, 2024, by and among the Issuer, Ono Pharmaceutical Co., Ltd. ("Parent"), and Topaz Merger Sub, Inc., a wholly owned subsidiary of Parent ("Merger Sub"). Pursuant to the Merger Agreement, Merger Sub completed a cash tender offer to acquire all of the issued and outstanding shares of common stock of the Issuer, par value $0.01 per share (the "Common Stock") for a price per share of $25.60, without interest and subject to tax withholding (the "Merger Consideration"). Effective as of June 11, 2024 (the "Effective Time"), Merger Sub merged with and into the Issuer, with the Issuer continuing as the surviving corporation in the Merger and as a wholly owned subsidiary of Parent.
- [F3]Pursuant to the terms of the Merger Agreement, immediately prior to the Effective Time, each outstanding RSU (whether vested or unvested) was deemed to have vested, and was cancelled and automatically converted into the right to receive an amount in cash equal to the Merger Consideration.
- [F4]Pursuant to the terms of the Merger Agreement, at the Effective Time, each share of Common Stock held by the Reporting Person was tendered in exchange for the Merger Consideration, without interest and subject to tax withholding.
- [F5]Pursuant to the terms of the Merger Agreement, immediately prior to the Effective Time, each outstanding stock option of the Issuer having an exercise price per share that is less than the Merger Consideration became fully vested, and was cancelled and automatically converted into the right to receive an amount in cash equal to (A) the number of shares underlying such option multiplied by (B) the Merger Consideration.
Documents
Issuer
Deciphera Pharmaceuticals, Inc.
CIK 0001654151
Entity typeother
Related Parties
1- filerCIK 0001533451
Filing Metadata
- Form type
- 4
- Filed
- Jun 10, 8:00 PM ET
- Accepted
- Jun 11, 8:31 PM ET
- Size
- 19.9 KB