Hoffman Robert E. 4
4 · Esperion Therapeutics, Inc. · Filed Jul 13, 2026
Research Summary
AI-generated summary of this filing
Esperion (ESPR) Director Robert Hoffman Sells Shares in Merger
What Happened
- Robert E. Hoffman, a director of Esperion Therapeutics (ESPR), disposed of securities on July 13, 2026 in connection with the company’s merger into Essence Parent Inc. The Form 4 reports: 85,153 shares of common stock, and dispositions of 40,000 and 7,040 derivative securities. The common stock/RSU portion was converted into cash at $3.16 per share plus one contingent value right (CVR) per share under the merger agreement. The 85,153 common/RSU shares generated about $269,083.48 in cash (85,153 × $3.16); the cash received for the derivative items depends on option strike prices and was determined under the merger terms.
Key Details
- Transaction date: July 13, 2026 (Effective Time of the merger).
- Reported disposals: 85,153 common shares; 40,000 derivative securities; 7,040 derivative securities.
- Cash consideration: $3.16 per share for common stock and RSUs (plus one CVR per share). In-the-money options were converted to a cash amount equal to the excess of $3.16 over the option strike price, plus one CVR.
- RSUs: Footnote indicates 79,873 RSUs were included and vested/converted at the Effective Time.
- Shares owned after transaction: Common shares were canceled at the Effective Time and are no longer outstanding (insider no longer holds the issuer’s common stock); the insider received cash and CVRs as described.
- Filing timeliness: Form 4 reports the merger transactions and is dated the same day as the merger (no late filing indicated).
- Footnotes of note: F1–F4 explain the merger conversion mechanics (cash + CVR), RSU vesting/conversion, and treatment of in‑the‑money options.
Context
- This disposal was not an open‑market sale but a merger conversion: shares and vested awards were converted into cash and contingent value rights per the Merger Agreement, so it’s a corporate exit transaction rather than a voluntary trading signal. For the derivative items (options), the cash paid depended on each option’s strike (per-footnote conversion rules), and each converted share right also included a CVR that may pay additional contingent cash if milestones are met.
Insider Transaction Report
Form 4Exit
Hoffman Robert E.
Director
Transactions
- Disposition to Issuer
Common Stock
[F1][F2][F3]2026-07-13−85,153→ 0 total - Disposition to Issuer
Stock Option (right to buy)
[F4][F1]2026-07-13−40,000→ 0 totalExercise: $1.41Exp: 2035-04-01→ Common Stock (40,000 underlying) - Disposition to Issuer
Stock Option (right to buy)
[F4][F1]2026-07-13−7,040→ 0 totalExercise: $0.87Exp: 2035-05-29→ Common Stock (7,040 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 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.
Signature
/s/ Sheldon L. Koenig, by power of attorney|2026-07-13