4//SEC Filing
Cooper Simon Peter 4
Accession 0001415889-24-021752
CIK 0001679363other
Filed
Aug 19, 8:00 PM ET
Accepted
Aug 20, 7:02 PM ET
Size
13.4 KB
Accession
0001415889-24-021752
Insider Transaction Report
Form 4
Transactions
- Disposition to Issuer
Restricted Stock Unit
2024-08-16−14,000→ 0 total→ Common Stock (14,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2024-08-16−170,000→ 0 totalExercise: $33.46Exp: 2034-03-18→ Common Stock (170,000 underlying) - Disposition to Issuer
Restricted Stock Unit
2024-08-16−7,000→ 0 total→ Common Stock (7,000 underlying)
Footnotes (8)
- [F1]On July 7, 2024, Morphic Holding, Inc., a Delaware corporation (the "Issuer" or the "Company"), entered into an Agreement and Plan of Merger (the "Merger Agreement") with Eli Lilly and Company, an Indiana corporation (the "Parent"), and Rainier Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of the Parent ("Merger Sub"). Pursuant to the Merger Agreement, the Merger Sub merged with and into the Company (the "Merger") with the Company surviving the Merger as a wholly owned subsidiary of the Parent.
- [F2](Continued from Footnote 1) Upon the closing (the "Closing") of the Merger on August 16, 2024, each share of the Company's Common Stock, par value $0.0001 per share ("Common Stock"), was either (x) purchased by Purchaser for $57.00 per share (the "Offer Price"), without interest, less any applicable tax withholding or (y) automatically converted into the right to receive the Offer Price in cash without interest, less any applicable tax withholding.
- [F3]The Company Stock Option ("Option") vests as to 25% of the total shares on March 18, 2025, and then 2.0833% of the remaining shares shall vest monthly thereafter, subject to the reporting person's provision of service to the issuer on each vesting date.
- [F4]Pursuant to the Merger Agreement, each Option that was outstanding but not vested as of immediately prior to the Closing (the "Unvested Option") became fully vested and exercisable (the "Vested Option"). Each Vested Option was automatically cancelled and converted into the right to receive an amount in cash without interest, less any applicable tax withholding, equal to the product obtained by multiplying (i) the excess, if any, of the Offer Price over the exercise price per share of Common Stock underlying such Option by (ii) the number of shares of Common Stock underlying such Option. If the exercise price per share of Common Stock of the underlying Option was equal to or greater than the Offer Price, such Option was cancelled without any cash payment or other consideration being made in respect thereof.
- [F5]Each Company Restricted Stock Unit ("RSUs") represents a contingent right to receive one (1) share of Common Stock upon settlement for no consideration.
- [F6]The RSUs vest as to 25% of the total shares on each of March 18, 2025, March 18, 2026. March 18, 2027 and March 18, 2028, subject to the reporting person's provision of service to the issuer on each vesting date.
- [F7]Pursuant to the Merger Agreement, each RSU that was outstanding but not vested as of immediately prior to the Closing (the "Unvested RSU"), became immediately vested in full (the "Vested RSU"). Each Vested RSU was automatically cancelled and converted into the right to receive an amount in cash, without interest, less any applicable tax withholding, equal to the product obtained by multiplying (i) the Offer Price by (ii) the number of shares of Common Stock underlying such RSU.
- [F8]The RSUs vest as to 50% of the total shares on March 18, 2025 and 50% of the total shares on September, 2025, subject to the reporting person's provision of service to the issuer on each vesting date.
Documents
Issuer
Morphic Holding, Inc.
CIK 0001679363
Entity typeother
Related Parties
1- filerCIK 0001877225
Filing Metadata
- Form type
- 4
- Filed
- Aug 19, 8:00 PM ET
- Accepted
- Aug 20, 7:02 PM ET
- Size
- 13.4 KB