4//SEC Filing
Nofi Michael 4
Accession 0001104659-25-065302
CIK 0001773427other
Filed
Jul 1, 8:00 PM ET
Accepted
Jul 2, 4:20 PM ET
Size
21.4 KB
Accession
0001104659-25-065302
Insider Transaction Report
Form 4
Nofi Michael
Chief Accounting Officer
Transactions
- Disposition to Issuer
Stock Option (Right to Buy)
2025-07-01−40,000→ 0 totalExercise: $38.40→ Common Stock (40,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2025-07-01−20,246→ 0 totalExercise: $43.00→ Common Stock (20,246 underlying) - Disposition to Issuer
Common Stock
2025-07-01−30,623→ 0 total - Disposition to Issuer
Performance Share Units
2025-07-01−8,661→ 0 total→ Common Stock (8,661 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2025-07-01−78,300→ 0 totalExercise: $25.45→ Common Stock (78,300 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2025-07-01−65,000→ 0 totalExercise: $27.64→ Common Stock (65,000 underlying)
Footnotes (8)
- [F1]This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger, dated April 27, 2025 (the "Merger Agreement"), by and among the Issuer, Merck KGaA, Darmstadt, Germany, a German corporation with general partners ("Parent"), and EMD Holdings Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), pursuant to which Merger Sub merged with and into the Issuer effective as of July 1, 2025, with the Issuer surviving the Merger as a wholly owned subsidiary of Parent (the "Merger").
- [F2]Includes 19,682 shares underlying restricted stock units (each, an "RSU") granted under the Issuer's 2019 Stock Option and Equity Incentive Plan (the "Plan"). Each RSU represents a contingent right to receive one share of Issuer common stock.
- [F3]Pursuant to the terms of the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each outstanding share of Issuer common stock was cancelled and automatically converted into the right to receive $47.00 in cash, without interest and subject to any required tax withholding (the "Merger Consideration").
- [F4]Pursuant to the terms of the Merger Agreement, at the Effective Time, each outstanding RSU, whether vested or unvested, was cancelled and automatically converted into the right to receive an amount in cash, without interest and subject to any required tax withholding, equal to the product (rounded down to the nearest whole cent) of (i) the Merger Consideration payable with respect to such RSU multiplied by (ii) the total number of shares of Issuer common stock subject to such RSU immediately prior to the Effective Time (each a "Parent Cash-Based RSU Award"). Each Parent Cash-Based RSU Award will generally vest in accordance with the vesting terms that applied to the corresponding portion of such RSU immediately prior to the Effective Time; provided, that on the nine-month anniversary of the closing date of the Merger, 50% of each then-unvested tranche of each Parent Cash-Based RSU Award will vest, subject to the applicable holder's continued employment with Parent through such date.
- [F5]Represents restricted share units subject to performance-based vesting conditions (each, a "PSU") granted under the Plan. Each PSU represents a contingent right to receive one share of Issuer common stock.
- [F6]Pursuant to the terms of the Merger Agreement, at the Effective Time, each outstanding PSU, whether vested or unvested, was cancelled and automatically converted into the right to receive an amount in cash, without interest and subject to any required tax withholding, equal to the product (rounded down to the nearest whole cent) of (i) the Merger Consideration payable with respect to such PSU multiplied by (ii) the total number of shares of Issuer common stock subject to any such PSU immediately prior to the Effective Time that vests based on the achievement of performance levels determined in accordance with the applicable PSU award agreement.
- [F7]Pursuant to the terms of the Merger Agreement, at the Effective Time, each vested outstanding option to purchase shares of Issuer common stock immediately prior to the Effective Time, was cancelled and automatically converted into the right to receive an amount in cash, without interest and subject to any required tax withholding, equal to the product (rounded down to the nearest whole cent) of (i) the total number of shares of Issuer common stock subject to such option immediately prior to the Effective Time and (ii) the excess, if any, of the Merger Consideration over the per share exercise price of the shares subject to such option award immediately prior to the Effective Time. Each unvested option outstanding was cancelled and automatically converted into the right to receive an amount in cash, without interest and subject to any required tax withholding, equal to the product (rounded down to the nearest whole cent) of (i) the total number of shares of (Continued in footnote 8)
- [F8](Continued from footnote 7) Issuer common stock subject to such option immediately prior to the Effective Time and (ii) the excess, if any, of the Merger Consideration over the per share exercise price of the shares subject to such option award immediately prior to the Effective Time (each a "Parent Cash-Based Option Award"). Each Parent Cash-Based Option Award will generally vest in accordance with the vesting terms that applied to the corresponding portion of such option award immediately prior to the Effective Time; provided, that on the nine-month anniversary of the closing date of the Merger, 50% of each then-unvested tranche of each Parent Cash-Based Option Award will vest, subject to the applicable holder's continued employment with Parent through such date. Any outstanding option, whether vested or unvested, to purchase shares of Issuer common stock with an exercise price per share greater than $47.00 was cancelled at the Effective Time for no consideration or payment.
Documents
Issuer
SpringWorks Therapeutics, Inc.
CIK 0001773427
Entity typeother
Related Parties
1- filerCIK 0001705477
Filing Metadata
- Form type
- 4
- Filed
- Jul 1, 8:00 PM ET
- Accepted
- Jul 2, 4:20 PM ET
- Size
- 21.4 KB