4//SEC Filing
Halstead Michael 4
Accession 0000950170-25-049646
CIK 0001567514other
Filed
Apr 1, 8:00 PM ET
Accepted
Apr 2, 5:46 PM ET
Size
27.2 KB
Accession
0000950170-25-049646
Insider Transaction Report
Form 4
Halstead Michael
SVP and General Counsel
Transactions
- Disposition to Issuer
Restricted Stock Units
2025-04-02−13,133→ 0 total→ Common Stock (13,133 underlying) - Award
Performance Stock Units
2025-04-02+13,134→ 13,134 total→ Common Stock (13,134 underlying) - Disposition to Issuer
Performance Stock Units
2025-04-02−12,240→ 0 total→ Common Stock (12,240 underlying) - Disposition to Issuer
Common Stock
2025-04-02$132.00/sh−21,307$2,812,524→ 0 total - Disposition to Issuer
Stock Option (right to buy)
2025-04-02−17,916→ 0 totalExercise: $56.73Exp: 2032-03-09→ Common Stock (17,916 underlying) - Disposition to Issuer
Restricted Stock Units
2025-04-02−45,454→ 0 total→ Common Stock (45,454 underlying) - Disposition to Issuer
Performance Stock Units
2025-04-02−13,134→ 0 total→ Common Stock (13,134 underlying) - Award
Performance Stock Units
2025-04-02+12,240→ 12,240 total→ Common Stock (12,240 underlying) - Disposition to Issuer
Stock Option (right to buy)
2025-04-02−40,472→ 0 totalExercise: $53.63Exp: 2026-01-03→ Common Stock (40,472 underlying) - Disposition to Issuer
Restricted Stock Units
2025-04-02−24,478→ 0 total→ Common Stock (24,478 underlying)
Footnotes (8)
- [F1]This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger, dated January 10, 2025 (the "Merger Agreement"), by and among Intra-Cellular Therapies, Inc. (the "Company"), Johnson & Johnson, a New Jersey corporation ("Parent"), and Fleming Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), pursuant to which, subject to the terms and conditions thereof, Merger Sub merged with and into the Company (the "Merger"), with the Company surviving the Merger as a wholly owned subsidiary of Parent, effective as of April 2, 2025 (the "Effective Time").
- [F2](Continued from Footnote 1) At the Effective Time, each share of common stock, par value $0.0001 per share, of the Company ("Company Shares") issued and outstanding immediately prior to the Effective Time (other than certain Company Shares canceled pursuant to the Merger Agreement and Company Shares with respect to which appraisal rights had been properly and validly exercised) was automatically converted into the right to receive an amount equal to $132.00 per share in cash (the "Merger Consideration"), without interest thereon and less any applicable tax withholdings.
- [F3]Upon the terms and subject to the conditions set forth in the Merger Agreement, at the Effective Time, each option to purchase Company Shares (each, a "Company Option") that was then outstanding and unexercised as of immediately prior to the Effective Time, whether vested or unvested, and which had a per share exercise price that was less than the Merger Consideration, was canceled and converted into the right to receive an amount in cash (without interest) equal to the product of (i) the aggregate number of Company Shares underlying such Company Option immediately prior to the Effective Time, and (ii) the excess of (A) the Merger Consideration over (B) the per share exercise price of such Company Option.
- [F4](Continued from Footnote 3) In addition, upon the terms and subject to the conditions set forth in the Merger Agreement, at the Effective Time, each other Company Option with a per share exercise price that equaled or exceeded the amount of the Merger Consideration was canceled for no consideration.
- [F5]Each restricted stock unit (each, a "Company RSU") and each performance-based restricted stock unit (each, a "Company PRSU") represented a contingent right to receive one Company Share for each Company RSU and Company PRSU, as applicable.
- [F6]Upon the terms and subject to the conditions set forth in the Merger Agreement, at the Effective Time, each Company RSU that was then outstanding as of immediately prior to the Effective Time, whether vested or unvested, was canceled and converted into the right to receive an amount in cash (without interest) equal to the product of (i) the aggregate number of Company Shares underlying such Company RSU immediately prior to the Effective Time and (ii) the Merger Consideration. Notwithstanding the foregoing, in the case of each Company RSU granted in 2025, the Merger Consideration will instead be payable at the time the original Company RSU would have vested, subject to accelerated vesting in certain circumstances.
- [F7]Not applicable.
- [F8]Upon the terms and subject to the conditions set forth in the Merger Agreement, at the Effective Time, each Company PRSU that was then outstanding as of immediately prior to the Effective Time, whether vested or unvested, was canceled and converted into the right to receive an amount in cash (without interest) equal to the product of (i) the aggregate number of Company Shares underlying such Company PRSU immediately prior to the Effective Time determined by treating all applicable performance measures as satisfied at the target level of performance and (ii) the Merger Consideration.
Documents
Issuer
Intra-Cellular Therapies, Inc.
CIK 0001567514
Entity typeother
Related Parties
1- filerCIK 0001521548
Filing Metadata
- Form type
- 4
- Filed
- Apr 1, 8:00 PM ET
- Accepted
- Apr 2, 5:46 PM ET
- Size
- 27.2 KB