Looker Benjamin 4

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.