4//SEC Filing
PAUL STEVEN M 4
Accession 0001140361-24-013933
CIK 0001771917other
Filed
Mar 17, 8:00 PM ET
Accepted
Mar 18, 4:30 PM ET
Size
41.3 KB
Accession
0001140361-24-013933
Insider Transaction Report
Form 4
PAUL STEVEN M
DirectorPresident & CEO
Transactions
- Disposition to Issuer
Common Stock
2024-03-18$330.00/sh−2,046$675,180→ 8,550 total - Disposition to Issuer
Common Stock
2024-03-18$330.00/sh−30,304$10,000,320→ 0 total(indirect: By Trust) - Disposition to Issuer
Option (right to buy)
2024-03-18$322.96/sh−136,094$43,952,918→ 0 totalExercise: $7.04Exp: 2028-04-29→ Common Stock (136,094 underlying) - Disposition to Issuer
Option (right to buy)
2024-03-18$320.80/sh−15,205$4,877,764→ 0 totalExercise: $9.20Exp: 2029-04-07→ Common Stock (15,205 underlying) - Disposition to Issuer
Option (right to buy)
2024-03-18$314.00/sh−616,703$193,644,742→ 0 totalExercise: $16.00Exp: 2019-06-26→ Common Stock (616,703 underlying) - Disposition to Issuer
Option (right to buy)
2024-03-18$309.98/sh−71,121$22,046,088→ 0 totalExercise: $20.02Exp: 2019-06-27→ Common Stock (71,121 underlying) - Disposition to Issuer
Option (right to buy)
2024-03-18$230.28/sh−135,992$31,316,238→ 0 totalExercise: $99.72Exp: 2030-02-13→ Common Stock (135,992 underlying) - Disposition to Issuer
Option (right to buy)
2024-03-18$198.36/sh−161,850$32,104,566→ 0 totalExercise: $131.64Exp: 2031-02-22→ Common Stock (161,850 underlying) - Disposition to Issuer
Option (right to buy)
2024-03-18$218.03/sh−146,900$32,028,607→ 0 totalExercise: $111.97Exp: 2032-02-16→ Common Stock (146,900 underlying) - Disposition to Issuer
Option (right to buy)
2024-03-18$142.74/sh−22,800$3,254,472→ 0 totalExercise: $187.26Exp: 2023-02-08→ Common Stock (22,800 underlying) - Disposition to Issuer
Common Stock
2024-03-18$330.00/sh−30,304$10,000,320→ 0 total(indirect: By Trust) - Disposition to Issuer
Common Stock
2024-03-18$330.00/sh−33,882$11,181,060→ 0 total(indirect: By Trust) - Disposition to Issuer
Common Stock
2024-03-18$330.00/sh−8,550$2,821,500→ 0 total - Disposition to Issuer
Common Stock
2024-03-18$330.00/sh−10,000$3,300,000→ 0 total(indirect: By Trust) - Disposition to Issuer
Common Stock
2024-03-18$330.00/sh−35,877$11,839,410→ 0 total(indirect: Jann E. Paul GRAT III) - Disposition to Issuer
Option (right to buy)
2024-03-18$322.73/sh−757,045$244,321,133→ 0 totalExercise: $7.27Exp: 2028-08-08→ Common Stock (757,045 underlying) - Disposition to Issuer
Option (right to buy)
2024-03-18$320.80/sh−449,463$144,187,730→ 0 totalExercise: $9.20Exp: 2029-03-20→ Common Stock (449,463 underlying) - Disposition to Issuer
Option (right to buy)
2024-03-18$320.80/sh−87,494$28,068,075→ 0 totalExercise: $9.20Exp: 2029-03-28→ Common Stock (87,494 underlying)
Footnotes (9)
- [F1]On March 18, 2024, Bristol-Myers Squibb Company ("Bristol-Myers") acquired Karuna Therapeutics, Inc. (the "Issuer") pursuant to a certain Agreement and Plan of Merger, dated as of December 22, 2023 (the "Merger Agreement"), by and among the Issuer, Bristol-Myers and Miramar Merger Sub Inc., a wholly owned subsidiary of Bristol-Myers ("Merger Sub"). In accordance with the Merger Agreement, Merger Sub merged with and into the Issuer (the "Merger") with the Issuer surviving the Merger as a wholly owned subsidiary of Bristol-Myers.
- [F2]At the effective time of the Merger, each issued and outstanding share of the Issuer's common stock, $0.0001 par value per share (the "Common Stock") (other than certain excluded shares of Common Stock) automatically converted into the right to receive $330.00 per share in cash (the "Merger Consideration"), without interest and subject to applicable withholding tax.
- [F3]Reflects a transfer on March 11, 2024 of 31,518 shares of common stock from the reporting person's direct ownership to a trust of which the reporting person is sole trustee and sole beneficiary. Such transfer was exempt from Section 16 pursuant to Rule 16a-13.
- [F4]Represents restricted stock units ("RSUs"), each representing a contingent right to receive one share of Common Stock. Pursuant to the Merger Agreement, each outstanding RSU, whether granted under an Issuer stock plan or otherwise, automatically vested (to the extent not previously vested), was cancelled and entitled the holder to receive a one-time lump sum payment in an amount in cash, without interest and subject to deduction for any required tax withholding, equal to (i) the total number of shares of Common Stock subject to such RSU immediately prior to the effective time of the Merger, multiplied by (ii) the Merger Consideration.
- [F5]Pursuant to the Merger Agreement, outstanding and unexercised options to purchase shares of Common Stock (the "Options"), whether granted under an Issuer stock plan or otherwise, automatically vested (to the extent not previously vested), were cancelled and entitled the holder to receive a one-time lump sum payment in an amount in cash, without interest and subject to deduction for any required tax withholding, equal to (i) the total number of shares of Common Stock subject to such Option multiplied by (ii) the excess, if any, of the Merger Consideration over the exercise price per share of Common Stock under such Option.
- [F6]These Options are fully vested.
- [F7]These Options vested as to 25% on February 23, 2022, with the remaining Options to vest in twelve equal three-month installments over the following three years, subject to continued service through such dates.
- [F8]These Options vested as to 25% on February 16, 2023, with the remaining Options to vest in twelve equal three-month installments over the following three years, subject to continued service through such dates.
- [F9]These Options vested as to 25% on February 9, 2024, with the remaining Options to vest in twelve equal three-month installments over the following three years, subject to continued service through such dates.
Documents
Issuer
Karuna Therapeutics, Inc.
CIK 0001771917
Entity typeother
Related Parties
1- filerCIK 0001237564
Filing Metadata
- Form type
- 4
- Filed
- Mar 17, 8:00 PM ET
- Accepted
- Mar 18, 4:30 PM ET
- Size
- 41.3 KB