4//SEC Filing
Visioli Christopher 4
Accession 0001193125-25-280796
CIK 0002040807other
Filed
Nov 12, 7:00 PM ET
Accepted
Nov 13, 9:00 PM ET
Size
17.0 KB
Accession
0001193125-25-280796
Insider Transaction Report
Form 4
Metsera, Inc.MTSR
Visioli Christopher
CHIEF FINANCIAL OFFICER
Transactions
- Disposition to Issuer
Common Stock
2025-11-13−21,250→ 0 total - Disposition to Issuer
Stock Option (right to buy)
2025-11-13−150,000→ 0 totalExercise: $29.25Exp: 2035-05-19→ Common Stock (150,000 underlying) - Award
Restricted Stock Unit
2025-11-13+21,250→ 21,250 totalExercise: $0.00→ Common Stock (21,250 underlying) - Disposition to Issuer
Stock Option (right to buy)
2025-11-13−255,349→ 0 totalExercise: $4.33Exp: 2034-09-26→ Common Stock (255,349 underlying) - Disposition to Issuer
Stock Option (right to buy)
2025-11-13−340,465→ 0 totalExercise: $8.18Exp: 2034-11-11→ Common Stock (340,465 underlying)
Footnotes (8)
- [F1]Pursuant to the Agreement and Plan of Merger dated September 21, 2025, as amended on November 7, 2025 (the "Merger Agreement"), by and among Metsera, Inc. (the "Company"), Pfizer Inc., a Delaware corporation ("Parent"), and Mayfair Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Parent (the "Merger Sub"), the Merger Sub merged with and into the Company, with the Company continuing as the surviving corporation and a wholly owned subsidiary of the Parent (the "Merger"). At the Effective Time of the Merger (as defined in the Merger Agreement), each issued and outstanding share of common stock, par value $0.00001 per share of the Company (the "Common Stock") was converted automatically into the right to receive (i) cash in an amount equal to $65.60 per share without interest (the "Closing Amount"), net of all applicable withholding taxes, plus
- [F2](Continued from footnote 1) (ii) one contractual contingent value right representing the right to receive contingent payments (a "CVR") in cash, without interest, upon the achievement of certain specified milestones, in accordance with the terms and conditions of the contingent value rights agreement entered into by the Parent and Equiniti Trust Company, LLC, dated November 13, 2025 (collectively, the "Merger Consideration").
- [F3]Pursuant to the Merger Agreement, each outstanding and unexercised option immediately prior to the Effective Time, whether vested or unvested, was cancelled in exchange for the right to receive (x) an amount in cash equal to the product of (i) the excess, if any, of the Closing Amount minus the exercise price of such option, multiplied by (ii) the number of shares of Common Stock subject to such option immediately prior to the Effective Time, net of all applicable withholding taxes, and (y) one CVR for each share of the Common Stock subject to such stock option immediately prior to the Effective Time. In the case of any unvested stock options, the cash payment and the CVRs are subject to the same vesting schedule terms as were applicable to the stock options,
- [F4](Continued from footnote 3) except that all such payments will become vested upon the first anniversary of the closing of the Merger, subject to the holder's continued service with the Parent or its subsidiaries through the first anniversary of the Merger.
- [F5]On November 12, 2025, the Reporting Person was granted restricted stock units ("RSUs") under the Company's 2025 Incentive Award Plan in a transaction exempt under Rule 16b-3. Each RSU represents a contingent right to receive one share of Common Stock. The RSUs vest in 36 substantially equal monthly installments from November 12, 2025. Pursuant to the Merger Agreement, all RSUs were cancelled and converted into the right to receive (x) an amount of cash equal to the Closing Amount multiplied by the number of shares of Common Stock subject to such RSU immediately prior to the Effective Time, net of all applicable withholding taxes, and (y) a number of CVRs equal to the under of the shares of Common Stock underlying the RSU. The cash payment and the CVRs are subject to the same vesting schedule terms as were applicable to the RSUs.
- [F6]This option provided for vesting in 48 substantially equal monthly installments from May 20, 2025.
- [F7]This option provided for vesting in 48 substantially equal monthly installments from September 27, 2024.
- [F8]This option provided for vesting in 48 substantially equal monthly installments from October 28, 2024.
Documents
Issuer
Metsera, Inc.
CIK 0002040807
Entity typeother
Related Parties
1- filerCIK 0001735486
Filing Metadata
- Form type
- 4
- Filed
- Nov 12, 7:00 PM ET
- Accepted
- Nov 13, 9:00 PM ET
- Size
- 17.0 KB