4//SEC Filing
Hirsch Stanley 4
Accession 0001209191-20-018197
CIK 0001606645other
Filed
Mar 10, 8:00 PM ET
Accepted
Mar 11, 5:39 PM ET
Size
19.1 KB
Accession
0001209191-20-018197
Insider Transaction Report
Form 4
Hirsch Stanley
Director
Transactions
- Disposition to Issuer
Ordinary Shares
2020-03-09−52,842→ 241,516 total - Disposition to Issuer
Options
2020-03-09−27,000→ 0 totalExercise: $5.88Exp: 2024-12-29→ Ordinary Shares (27,000 underlying) - Disposition to Issuer
Options
2020-03-09−82,153→ 0 totalExercise: $4.69Exp: 2027-07-13→ Ordinary Shares (82,153 underlying) - Disposition to Issuer
Options
2020-03-09−49,766→ 0 totalExercise: $5.02Exp: 2028-05-08→ Ordinary Shares (49,766 underlying) - Disposition to Issuer
Ordinary Shares
2020-03-09−182,500→ 59,016 total(indirect: See footnote) - Disposition to Issuer
Ordinary Shares
2020-03-09−59,016→ 0 total
Footnotes (8)
- [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]Securities are held by ZEAS Technology and Science Management Ltd., a company beneficially owned by Stanley Hirsch.
- [F4]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.
- [F5]The Options vested over a period of three years from December 29, 2014 (33.3% on each anniversary of such date).
- [F6]At the Effective Time, each option to purchase a Foamix Share (a "Foamix Option") was converted into an option to purchase Menlo Common Stock (an "Adjusted Option") with the same terms and conditions as applied to the Foamix Option immediately prior to the Effective Time; however, the Adjusted Option covers a number of shares of Menlo Common Stock equal to the product of (i) the number of Foamix Shares subject to the Foamix Option immediately prior to the Effective Time and (ii) the Exchange Ratio, and has an exercise price per share equal to the quotient of (i) the exercise price per Foamix Share subject to such Foamix Option immediately prior to the Effective Time divided by (ii) the Exchange Ratio. If the CSRs become convertible, then the Menlo board of directors will make equitable adjustments to the exercise price per share of and the number of shares of Menlo Common Stock that are subject to Adjusted Options.
- [F7]The ordinary shares underlying this option vest over a period of four years (25% on July 13, 2017 and 6.25% every three months thereafter) ending July 13, 2021.
- [F8]The ordinary shares underlying these options vested over a 12 month period, in equal, quarterly installments, ending May 8, 2019.
Documents
Issuer
Foamix Pharmaceuticals Ltd.
CIK 0001606645
Entity typeother
Related Parties
1- filerCIK 0001727864
Filing Metadata
- Form type
- 4
- Filed
- Mar 10, 8:00 PM ET
- Accepted
- Mar 11, 5:39 PM ET
- Size
- 19.1 KB