Hulihan Joseph 4

Accession 0001104659-25-011246

CIK 0001267813other

Filed

Feb 10, 7:00 PM ET

Accepted

Feb 11, 9:18 AM ET

Size

23.1 KB

Accession

0001104659-25-011246

Form 4

Period: 2025-02-07

CHIEF MEDICAL OFFICER

Transactions

Disposition to Issuer
Common Stock
2025-02-07$0.55/sh−17,155$9,435→ 55,570 total
Disposition to Issuer
Common Stock
2025-02-11$0.55/sh−55,570$30,564→ 0 total
Disposition to Issuer
Stock Option (Right to Buy)
2025-02-11−77,175→ 0 total
Exercise: $10.40Exp: 2032-02-04→ Common Stock (77,175 underlying)
Disposition to Issuer
Stock Option (Right to Buy)
2025-02-11−115,000→ 0 total
Exercise: $12.60Exp: 2031-01-15→ Common Stock (115,000 underlying)
Disposition to Issuer
Stock Option (Right to Buy)
2025-02-11−100,000→ 0 total
Exercise: $4.56Exp: 2029-11-07→ Common Stock (100,000 underlying)
Disposition to Issuer
Stock Option (Right to Buy)
2025-02-11−98,250→ 0 total
Exercise: $9.74Exp: 2034-01-18→ Common Stock (98,250 underlying)
Disposition to Issuer
Stock Option (Right to Buy)
2025-02-11−115,418→ 0 total
Exercise: $5.94Exp: 2033-01-26→ Common Stock (115,418 underlying)
Disposition to Issuer
Stock Option (Right to Buy)
2025-02-11−101,250→ 0 total
Exercise: $8.28Exp: 2030-01-08→ Common Stock (101,250 underlying)
Disposition to Issuer
Stock Option (Right to Buy)
2025-02-11−49,125→ 0 total
Exercise: $1.40Exp: 2034-06-18→ Common Stock (49,125 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 55,570 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.

Documents

1 file

MARINUS PHARMACEUTICALS, INC.

CIK 0001267813

Entity typeother