THOMPSON JOHN CRAIG 4
4 · Esperion Therapeutics, Inc. · Filed Jul 13, 2026
Research Summary
AI-generated summary of this filing
Esperion (ESPR) Director John C. Thompson Sells 119,873 Shares
What Happened John C. Thompson, a director of Esperion Therapeutics (ESPR), had 79,873 restricted stock units (RSUs) and 40,000 option-related interests converted/ disposed on July 13, 2026 in connection with the company’s merger. Under the merger, each share of Esperion common stock converted into $3.16 in cash plus one contractual contingent value right (CVR). The 79,873 RSUs converted into cash of $3.16 per share (totaling $252,398.68, before tax withholding) plus CVRs; the 40,000 derivative instruments were canceled and converted into cash equal to the excess of $3.16 over each option’s exercise price (plus one CVR per share). The Form 4 reports these transactions as dispositions to the issuer (code D).
Key Details
- Transaction date: July 13, 2026 (effective time of the merger).
- Report filed: Form 4 dated July 13, 2026 (timely with the transaction date).
- Items disposed: 79,873 RSUs (converted to $3.16/share cash + CVRs) and 40,000 option-related interests (converted to cash = $3.16 − strike, where applicable, plus CVRs).
- Cash realized from RSUs: $252,398.68 (79,873 × $3.16), before tax withholding; cash for options not specified on the form.
- Transaction code: D (Disposition to issuer pursuant to Merger Agreement).
- Footnotes: Dispositions arose from the Agreement and Plan of Merger (May 1, 2026); all common stock was canceled at the Effective Time and replaced by cash and CVRs.
Context These were not open-market sales but merger-related conversions: unvested RSUs vested and were settled for cash and CVRs, and in‑the‑money options were cashed out per the merger terms. CVRs represent contingent future payments tied to milestone achievement and are distinct from immediate cash proceeds. This filing documents the corporate transaction outcome, not a standard insider buy/sell decision.
Insider Transaction Report
- Disposition to Issuer
Common Stock
[F1][F2][F3]2026-07-13−79,873→ 0 total - Disposition to Issuer
Stock Option (right to buy)
[F4][F1]2026-07-13−40,000→ 0 totalExercise: $1.00Exp: 2035-07-01→ Common Stock (40,000 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]Consists of 79,873 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.