Harlow John B. Jr. 4
4 · Esperion Therapeutics, Inc. · Filed Jul 13, 2026
Research Summary
AI-generated summary of this filing
Esperion CCO John B. Harlow Jr. Receives Merger Consideration
What Happened
John B. Harlow Jr., Chief Commercial Officer of Esperion Therapeutics (ESPR), reported a disposition of 424,536 restricted stock units (RSUs) on July 13, 2026. Under the merger of Esperion into Essence Parent Inc., each RSU converted into (a) cash of $3.16 per share and (b) one contractual contingent value right (CVR). The cash portion for 424,536 RSUs equals approximately $1,341,533.76 (rounded down per the merger terms); RSUs were canceled and replaced by the cash payment and CVRs (subject to applicable withholdings).
Key Details
- Transaction date: 2026-07-13 (Effective Time of the Merger Agreement dated May 1, 2026)
- Transaction type: Disposition to issuer pursuant to merger (Form 4 code D)
- Shares/units converted: 424,536 RSUs
- Cash per share: $3.16; approximate total cash received: $1,341,533.76 (rounded per agreement)
- Additional consideration: 1 CVR granted per share (entitles holder to contingent future cash payments if milestones are met)
- RSUs were vested at the Effective Time, canceled, and converted into cash + CVRs; the common stock was converted and canceled as well
- Tax withholding: cash payments are subject to applicable tax withholding and deductions (per footnote)
- Filing timeliness: Reported on 2026-07-13 (period of report 2026-07-13) — appears timely
Context: This was not an open-market sale or purchase by the insider but a contractual conversion of equity awards due to a merger. The CVRs represent potential future contingent cash payments and are distinct from common shares. The transaction reflects deal consideration rather than a trading decision by the insider.
Insider Transaction Report
- Disposition to Issuer
Common Stock
[F1][F2][F3]2026-07-13−424,536→ 0 total
Footnotes (3)
- [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]Consists of 424,536 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.