4//SEC Filing
Population Health Partners GP, LLC 4
Accession 0001193125-25-280810
CIK 0002040807other
Filed
Nov 12, 7:00 PM ET
Accepted
Nov 13, 9:15 PM ET
Size
9.0 KB
Accession
0001193125-25-280810
Insider Transaction Report
Form 4
Metsera, Inc.MTSR
Population Health Partners GP, LLC
10% Owner
Transactions
- Disposition to Issuer
Common Stock
2025-11-13−127,675→ 0 total - Disposition to Issuer
Common Stock
2025-11-13−12,639,787→ 0 total(indirect: By Population Health Partners, L.P.)
Footnotes (3)
- [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"),
- [F2](Continued from footnote 1) net of all applicable withholding taxes, plus (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]Population Health Partners, L.P. ("PHP LP") is the record owner of 12,639,787 shares of the Common Stock and Population Health Partners GP, LLC ("PHP GP LLC") is the record owner of 127,675 shares of the Common Stock. PHP GP LLC is the sole general partner of PHP LP and may be deemed to beneficially own the shares of the Common Stock held by PHP LP. Christopher Whitten Bernard, Christopher T. Cox and Clive A. Meanwell are members of PHP GP LLC and may be deemed to share the power to direct the disposition and vote of the shares of Common Stock held by PHP LP and PHP GP LLC. Each of PHP GP LLC, Christopher Whitten Bernard, Christopher T. Cox and Clive A. Meanwell disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that it is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
Documents
Issuer
Metsera, Inc.
CIK 0002040807
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0002054502
Filing Metadata
- Form type
- 4
- Filed
- Nov 12, 7:00 PM ET
- Accepted
- Nov 13, 9:15 PM ET
- Size
- 9.0 KB