Halladay Benjamin 4

What Happened

• Benjamin Halladay, Chief Financial Officer of Esperion Therapeutics (ESPR), reported dispositions totaling 1,339,680 shares on July 13, 2026. These were dispositions to the issuer under the merger agreement (transaction code D) as MergerCo completed a merger with Esperion.
• Each share was converted into $3.16 in cash plus one contractual contingent value right (CVR). The cash component for 1,339,680 shares is roughly $4,233,388.80; Halladay also received 1,339,680 CVRs. This was a corporate merger-related conversion/cancellation of shares, not an open-market sale.

Key Details

• Transaction date: 2026-07-13 (Effective Time of the merger).
• Per-share cash consideration: $3.16; total cash ≈ $4.23 million. Each share also converted into one CVR.
• Total shares disposed: 1,339,680 (line items: 705,410; 200,000 (derivative); 213,000 (derivative); 221,270 (derivative)).
• Derivative items: the filing includes RSUs and in‑the‑money options treated in the merger—RSUs vested and converted; certain options were cashed out pursuant to the merger terms.
• Includes 477,191 RSUs (vested and converted), and 2,581 shares from the Employee Stock Purchase Plan per footnotes; in‑the‑money options were converted to cash + CVRs.
• Shares of common stock were canceled at the Effective Time and are no longer outstanding; post‑transaction common stock ownership is effectively zero.
• Filing appears to report the merger conversion (Exhibit 24 Power of Attorney included). No late-filing indication in the report.

Context

• This was a merger-related conversion: each share (and share equivalents like RSUs/options) was automatically converted into the merger consideration (cash + CVR). Such transactions are corporate actions, not insider market sales and therefore don’t necessarily reflect the insider’s view of the company’s stock.
• For retail investors: note the payment includes contingent value rights (CVRs) — potential future cash payments if specified milestones are met — so value received includes immediate cash plus contingent upside tied to those milestones.