Hoffman Robert E. 4

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.