4//SEC Filing
Tipirneni Praveen P. 4
Accession 0001415889-24-021762
CIK 0001679363other
Filed
Aug 19, 8:00 PM ET
Accepted
Aug 20, 7:09 PM ET
Size
30.6 KB
Accession
0001415889-24-021762
Insider Transaction Report
Form 4
Tipirneni Praveen P.
DirectorPresident and CEO
Transactions
- Disposition to Issuer
Stock Option (Right to Buy)
2024-08-16−273,350→ 0 totalExercise: $15.42Exp: 2030-02-17→ Common Stock (273,350 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2024-08-16−224,016→ 0 totalExercise: $44.75Exp: 2032-01-13→ Common Stock (224,016 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2024-08-16−177,024→ 0 totalExercise: $31.72Exp: 2033-01-12→ Common Stock (177,024 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2024-08-16−206,400→ 0 totalExercise: $27.79Exp: 2034-01-11→ Common Stock (206,400 underlying) - Disposition to Issuer
Restricted Stock Unit
2024-08-16−88,500→ 0 total→ Common Stock (88,500 underlying) - Disposition to Issuer
Restricted Stock Unit
2024-08-16−25,000→ 0 total→ Common Stock (25,000 underlying) - Disposition to Issuer
Restricted Stock Unit
2024-08-16−136,800→ 0 total→ Common Stock (136,800 underlying) - Disposition from Tender
Common Stock
2024-08-16−42,460→ 0 total - Disposition from Tender
Common Stock
2024-08-16−614,474→ 0 total(indirect: By Trust) - Disposition to Issuer
Stock Option (Right to Buy)
2024-08-16−339,561→ 0 totalExercise: $4.32Exp: 2028-12-14→ Common Stock (339,561 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2024-08-16−205,000→ 0 totalExercise: $30.19Exp: 2031-01-14→ Common Stock (205,000 underlying)
Footnotes (14)
- [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.
- [F10]Each Company Restricted Stock Unit ("RSUs") represents a contingent right to receive one (1) share of Common Stock upon settlement for no consideration.
- [F11]The RSUs vest as to 25% of the total shares on each of January 13, 2024, January 13, 2025, January 13, 2026 and January 13, 2027, subject to the reporting person's provision of service to the Issuer on each vesting date.
- [F12]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.
- [F13]The RSUs vest as to 25% of the total shares on each of January 14, 2023, January 14, 2024, January 14, 2025 and January 14, 2026, subject to the reporting person's provision of service to the Issuer on each vesting date.
- [F14]The RSUs vest as to 25% of the total shares on each of January 12, 2025, January 12, 2026, January 12, 2027 and January 12, 2028, subject to the reporting person's provision of service to the Issuer on each vesting date.
- [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]These securities are held of record by Sonali N. Shah, Trustee of The Praveen P. Tipirneni Irrevocable Trust of 2019. The reporting person disclaims beneficial ownership of the shares except to the extent of his pecuniary interest therein.
- [F4]The Company Stock Option ("Option") is fully vested.
- [F5]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.
- [F6]The Option vests as to 2.0833% of the total shares monthly, beginning February 15, 2021, with 100% of the total shares vested and exercisable on January 15, 2025, subject to the reporting person's provision of service to the issuer on each vesting date.
- [F7]The Option vests as to 2.0833% of the total shares monthly, beginning February 14, 2022, with 100% of the total shares vested and exercisable on January 14, 2026, subject to the reporting person's provision of service to the issuer on each vesting date.
- [F8]The Option vests as to 2.0833% of the total shares monthly, beginning February 13, 2023, with 100% of the total shares vested and exercisable on January 13, 2027, subject to the reporting person's provision of service to the issuer on each vesting date.
- [F9]The Option vests as to 2.0833% of the total shares monthly, beginning February 12, 2024, with 100% of the total shares vested and exercisable on January 12, 2028, 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 0001779978
Filing Metadata
- Form type
- 4
- Filed
- Aug 19, 8:00 PM ET
- Accepted
- Aug 20, 7:09 PM ET
- Size
- 30.6 KB