4//SEC Filing
Braunstein Scott 4
Accession 0001104659-25-011239
CIK 0001267813other
Filed
Feb 10, 7:00 PM ET
Accepted
Feb 11, 9:11 AM ET
Size
30.2 KB
Accession
0001104659-25-011239
Insider Transaction Report
Form 4
Braunstein Scott
DirectorCHAIRMAN AND CEO
Transactions
- Purchase
Common Stock
2024-08-14$1.10/sh+5,933$6,526→ 304,600 total - Disposition to Issuer
Stock Option (Right to Buy)
2025-02-11−450,000→ 0 totalExercise: $8.28Exp: 2030-01-08→ Common Stock (450,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2025-02-11−167,825→ 0 totalExercise: $1.40Exp: 2034-06-18→ Common Stock (167,825 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2025-02-11−193,050→ 0 totalExercise: $10.40Exp: 2032-02-04→ Common Stock (193,050 underlying) - Disposition to Issuer
Common Stock
2025-02-07$0.55/sh−125,064$68,785→ 179,536 total - Disposition to Issuer
Stock Option (Right to Buy)
2025-02-11−335,650→ 0 totalExercise: $9.74Exp: 2034-01-18→ Common Stock (335,650 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2025-02-11−7,500→ 0 totalExercise: $31.76Exp: 2028-09-19→ Common Stock (7,500 underlying) - Disposition to Issuer
Common Stock
2025-02-11$0.55/sh−179,536$98,745→ 0 total - Disposition to Issuer
Stock Option (Right to Buy)
2025-02-11−360,000→ 0 totalExercise: $5.94Exp: 2033-01-26→ Common Stock (360,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2025-02-11−290,000→ 0 totalExercise: $12.60Exp: 2031-01-15→ Common Stock (290,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2025-02-11−200,000→ 0 totalExercise: $4.28Exp: 2029-08-06→ Common Stock (200,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2025-02-11−15,917→ 0 totalExercise: $15.84Exp: 2029-02-26→ Common Stock (15,917 underlying)
Footnotes (5)
- [F1]This purchase of the Issuer's common stock (the "Common Stock") on August 14, 2024 resulted in unintentional matching transactions for Section 16(b) reporting purposes. As a result, the Reporting Person has voluntarily paid to the Issuer $52,582.55 prior to the filing of this Form 4, representing the full amount of the profit realized in connection with the matching transactions less expenses, calculated in accordance with Section 16(b). The purchase of Common Stock on August 14, 2024 was matched against the Reporting Person's sale of Common Stock on February 16, 2024 pursuant to a Rule 10b5-1 Plan adopted by the Reporting Person on May 16, 2022 to cover tax obligations in connection with the vesting of restricted stock units.
- [F2]The price reported in column 4 is a weighted-average price. These shares were purchased in multiple transactions at prices ranging from $1.09 to $1.10, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
- [F3]On December 29, 2024, the Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement") with Immedica Pharma AB, a corporation organized and existing under the laws of Sweden ("Parent"), and Matador Subsidiary, Inc. a Delaware corporation and a wholly owned subsidiary of Parent ("Purchaser"). Pursuant to the terms of the Merger Agreement and the Offer (as defined in the Merger Agreement), each share of Common Stock held by the Reporting Person was acquired, subject to adjustment, at a purchase price of $0.55 per share (the "Offer Price") in cash.
- [F4]Represents 179,536 shares underlying Restricted Stock Units (the "RSUs"). Pursuant to the terms of the Merger Agreement, at the effective time of the merger (the "Effective Time"), each outstanding RSU was terminated in exchange for a lump sum cash payment equal to (i) the Offer Price multiplied by (ii) the number of shares of Common Stock underlying the RSU.
- [F5]Pursuant to the terms of the Merger Agreement, at the Effective Time, each outstanding out-of-the-money stock option (i.e., a stock option that has an exercise price per share that is greater than the Offer Price) was terminated and the Reporting Person was not entitled to any payment in respect thereof.
Documents
Issuer
MARINUS PHARMACEUTICALS, INC.
CIK 0001267813
Entity typeother
Related Parties
1- filerCIK 0001643875
Filing Metadata
- Form type
- 4
- Filed
- Feb 10, 7:00 PM ET
- Accepted
- Feb 11, 9:11 AM ET
- Size
- 30.2 KB