4//SEC Filing
Bruno Anthony D 4
Accession 0001209191-20-018193
CIK 0001606645other
Filed
Mar 10, 8:00 PM ET
Accepted
Mar 11, 5:37 PM ET
Size
9.2 KB
Accession
0001209191-20-018193
Insider Transaction Report
Form 4
Bruno Anthony D
Director
Transactions
- Disposition to Issuer
Ordinary Shares
2020-03-09−12,360→ 0 total - Disposition to Issuer
Ordinary Shares
2020-03-09−62,647→ 12,360 total
Footnotes (3)
- [F1]On March 9, 2020 (the "Closing Date"), pursuant to the Agreement and Plan of Merger, dated as of November 10, 2019, as amended on December 4, 2019 (as amended, the "Merger Agreement"), by and among Menlo Therapeutics Inc., a Delaware corporation ("Menlo"), Foamix Pharmaceuticals Ltd., a company organized under the laws of Israel ("Foamix"), and Giants Merger Subsidiary Ltd., a direct, wholly owned subsidiary of Menlo ("Merger Sub"), Merger Sub merged with and into Foamix, with Foamix surviving as a wholly owned subsidiary of Menlo (the "Merger"). At the effective time of the Merger (the "Effective Time"), each ordinary share, par value NIS 0.16 per share, of Foamix ("Foamix Shares") issued and outstanding immediately prior to the Effective Time was deemed transferred under Israeli law to Menlo in exchange for the right to receive (i) 0.5924 shares (the "Exchange Ratio") of common stock of Menlo ("Menlo Common Stock") and (ii) one contingent stock right (continued in footnote 2)
- [F2](a "CSR"; and collectively, the "CSRs") which are subject to the terms and conditions of the contingent stock rights agreement, dated as of March 9, 2020, by and between American Stock Transfer & Trust Company, LLC and Menlo (the "CSR Agreement"), as further described in that Current Report on Form 8-K filed by Menlo with the Securities and Exchange Commission on March 9, 2020 (collectively, the "Merger Consideration"). The closing price of a share of Menlo Common Stock on March 6, 2020, the last trading day before the Effective Time, was $4.15. No fractional share of Menlo Common Stock was issued in the Merger, and Foamix shareholders received cash in lieu of fractional shares, as specified in the Merger Agreement.
- [F3]Represents Foamix restricted stock unit awards ("Foamix RSUs") that were outstanding immediately prior to the Effective Time, each of which by its terms represented a contingent right to receive one Foamix Share. Each Foamix RSU was assumed by Menlo and converted into a restricted stock unit award relating to Menlo Common Stock (an "Adjusted RSU Award") and has the same terms and conditions as applied to the Foamix RSU immediately prior to the Effective Time. The Adjusted RSU Award will settle in the number of shares of Menlo Common Stock equal to the product obtained by multiplying (i) the number of Foamix Shares subject to the Foamix RSU immediately prior to the Effective Time by (ii) the Exchange Ratio. If the CSRs become convertible, each person holding a Foamix RSU immediately prior to the Effective Time will get additional Adjusted RSU Awards based on the additional shares of Menlo Common Stock that each ordinary Foamix Share will get upon conversion of a CSR.
Documents
Issuer
Foamix Pharmaceuticals Ltd.
CIK 0001606645
Entity typeother
Related Parties
1- filerCIK 0001374180
Filing Metadata
- Form type
- 4
- Filed
- Mar 10, 8:00 PM ET
- Accepted
- Mar 11, 5:37 PM ET
- Size
- 9.2 KB