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Esperion Therapeutics, Inc.·4

Jul 13, 4:04 PM ET

Looker Benjamin 4

4 · Esperion Therapeutics, Inc. · Filed Jul 13, 2026

Research Summary

AI-generated summary of this filing

Updated

Esperion (ESPR) CLO Benjamin Looker Surrenders 1,287,754 Shares

What Happened

  • Benjamin Looker, Chief Legal Officer of Esperion Therapeutics (ESPR), disposed of 1,287,754 shares on July 13, 2026 as part of the company’s merger with Essence Parent/MergerCo. The disclosures show a disposition to the issuer (cancelation/conversion under the merger).
  • Total shares disposed: 1,287,754 (667,524 common stock; 620,230 derivative-related shares across three derivative dispositions). Each share was converted into $3.16 in cash (≈ $4,069,302.64 total) plus one contractual contingent value right (CVR) per share; common shares were canceled and are no longer outstanding.

Key Details

  • Date: July 13, 2026 (Effective Time of the merger). Transaction code: D (Disposition to issuer).
  • Cash consideration: $3.16 per share; total cash ≈ $4.07M; plus one CVR per share (future contingent payments if milestones are met).
  • Breakdown filed: 667,524 shares (direct common stock); 150,000, 201,000 and 269,230 shares reported as derivative dispositions.
  • Post-transaction common stock owned: 0 shares (all common shares were canceled at the Effective Time); Looker will receive cash and CVRs as described.
  • Footnotes: RSUs vested and converted into cash + CVRs (footnote F3). In‑the‑money options were converted into cash equal to the excess of $3.16 over the exercise price plus a CVR (footnote F4). The transactions occurred pursuant to the Merger Agreement dated May 1, 2026 (footnote F1–F4).
  • Filing timeliness: Form 4 reflects the July 13, 2026 Effective Time and is reported on that date; no late filing indicated.

Context

  • These dispositions were not open‑market sales but mandatory conversions/cancellations as part of the merger consideration, so they reflect corporate transaction mechanics rather than voluntary insider selling or buying.
  • The CVRs represent contingent future payments and are separate from the immediate cash consideration; their value depends on achievement of specified milestones.

Insider Transaction Report

Form 4Exit
Period: 2026-07-13
Esperion Therapeutics, Inc.ESPR
Looker Benjamin
Chief Legal Officer
Transactions
  • Disposition to Issuer

    Common Stock

    [F1][F2][F3]
    2026-07-13−667,524→ 0 total
  • Disposition to Issuer

    Stock Option (right to buy)

    [F4][F1]
    2026-07-13−150,000→ 0 total
    Exercise: $2.05Exp: 2034-03-14→ Common Stock (150,000 underlying)
  • Disposition to Issuer

    Stock Option (right to buy)

    [F4][F1]
    2026-07-13−201,000→ 0 total
    Exercise: $1.50Exp: 2035-03-14→ Common Stock (201,000 underlying)
  • Disposition to Issuer

    Stock Option (right to buy)

    [F4][F1]
    2026-07-13−269,230→ 0 total
    Exercise: $2.44Exp: 2036-03-13→ Common Stock (269,230 underlying)
Footnotes (4)
  • [F1]This Form 4 reports securities disposed of pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated May 1, 2026, by and among the Issuer, Essence Parent Inc., a Delaware corporation ("Parent") and Essence MergerCo Inc., a Delaware corporation and wholly owned subsidiary of Parent ("MergerCo"), pursuant to which, on July 13, 2026 (the "Effective Time"), MergerCo merged with and into the Issuer, with the Issuer continuing as the surviving corporation and a wholly owned subsidiary of Parent.
  • [F2]At the Effective Time, each share of the Issuer's common stock, par value $0.001 per share ("Common Stock") was converted into the right to receive (a) an amount in cash equal to $3.16 per share, without interest (the "per share cash consideration"), and (b) one contractual contingent value right per share (each, a "CVR" and, together with the per share cash consideration, the "merger consideration"), representing the right to participate in contingent payments in cash, without interest, upon the achievement of certain milestones, subject to any applicable withholding taxes. From and after the Effective Time, all such shares of Common Stock were no longer outstanding and were automatically canceled.
  • [F3]Includes 483,635 restricted stock units (each, a "RSU"). At the Effective Time, each RSU with respect to Common Stock outstanding immediately prior to the Effective Time vested in full (to the extent then-unvested), and was canceled and converted into the right to receive, with respect to each share of Common Stock subject to such RSU immediately prior to the effective time, (a) a cash payment (rounded down to the nearest cent), without interest and subject to applicable tax withholding and deductions, equal to the per share cash consideration, plus (b) one CVR, subject to certain exceptions.
  • [F4]At the Effective Time, each stock option having a per share exercise price that was less than the per share cash consideration (each, an "in-the-money option") was canceled and converted into the right to receive, for each share of Common Stock issuable upon the exercise of such in-the-money option immediately prior to the Effective Time, (a) a cash payment (rounded down to the nearest cent), without interest and subject to applicable tax withholding and deductions, equal to the excess of the per share cash consideration over the per share exercise price of such in-the-money option plus (b) one CVR.
Signature
/s/ Sheldon L. Koenig, by power of attorney|2026-07-13

Documents

2 files