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4//SEC Filing

Johnson Marvin 4

Accession 0001104659-25-011244

CIK 0001267813other

Filed

Feb 10, 7:00 PM ET

Accepted

Feb 11, 9:17 AM ET

Size

14.4 KB

Accession

0001104659-25-011244

Insider Transaction Report

Form 4
Period: 2025-02-07
Transactions
  • Disposition to Issuer

    Common Stock

    2025-02-07$0.55/sh5,389$2,9647,101 total
  • Disposition to Issuer

    Stock Option (Right to Buy)

    2025-02-1110,4500 total
    Exercise: $1.40Exp: 2034-06-18Common Stock (10,450 underlying)
  • Disposition to Issuer

    Stock Option (Right to Buy)

    2025-02-1132,4000 total
    Exercise: $8.01Exp: 2033-04-17Common Stock (32,400 underlying)
  • Disposition to Issuer

    Common Stock

    2025-02-11$0.55/sh7,101$3,9060 total
  • Disposition to Issuer

    Stock Option (Right to Buy)

    2025-02-1120,9000 total
    Exercise: $9.74Exp: 2034-01-18Common Stock (20,900 underlying)
Footnotes (3)
  • [F1]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 the Issuer's common stock (the "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.
  • [F2]Represents 7,101 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.
  • [F3]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.

Issuer

MARINUS PHARMACEUTICALS, INC.

CIK 0001267813

Entity typeother

Related Parties

1
  • filerCIK 0001852752

Filing Metadata

Form type
4
Filed
Feb 10, 7:00 PM ET
Accepted
Feb 11, 9:17 AM ET
Size
14.4 KB