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    Director Fischer Seth H. Z. returned $8,254 worth of shares to the company (15,007 units at $0.55), closing all direct ownership in the company (SEC Form 4)

    2/11/25 9:19:21 AM ET
    $MRNS
    Biotechnology: Pharmaceutical Preparations
    Health Care
    Get the next $MRNS alert in real time by email
    SEC FORM 4 SEC Form 4
    FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
    Washington, D.C. 20549

    STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

    Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
    or Section 30(h) of the Investment Company Act of 1940
    OMB APPROVAL
    OMB Number: 3235-0287
    Estimated average burden
    hours per response: 0.5
    X
    Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
      
    Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
    1. Name and Address of Reporting Person*
    Fischer Seth H. Z.

    (Last) (First) (Middle)
    5 RADNOR CORPORATE CENTER, SUITE 500
    100 MATSONFORD RD

    (Street)
    RADNOR PA 19087

    (City) (State) (Zip)
    2. Issuer Name and Ticker or Trading Symbol
    MARINUS PHARMACEUTICALS, INC. [ MRNS ]
    5. Relationship of Reporting Person(s) to Issuer
    (Check all applicable)
    X Director 10% Owner
    Officer (give title below) Other (specify below)
    3. Date of Earliest Transaction (Month/Day/Year)
    02/07/2025
    4. If Amendment, Date of Original Filed (Month/Day/Year)
    6. Individual or Joint/Group Filing (Check Applicable Line)
    X Form filed by One Reporting Person
    Form filed by More than One Reporting Person
    Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
    1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
    Code V Amount (A) or (D) Price
    Common Stock 02/07/2025 D(1) 12,707 D $0.55(1) 2,300(2) D
    Common Stock 02/11/2025 D(1) 2,300(3) D $0.55(1) 0 D
    Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
    (e.g., puts, calls, warrants, options, convertible securities)
    1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
    Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
    Stock Option (Right to Buy) $1.4 02/11/2025 D(4) 10,450 (4) 06/18/2034 Common Stock 10,450 $0 0 D
    Stock Option (Right to Buy) $9.74 02/11/2025 D(4) 20,900 (4) 01/18/2034 Common Stock 20,900 $0 0 D
    Stock Option (Right to Buy) $5.94 02/11/2025 D(4) 16,200 (4) 01/26/2033 Common Stock 16,200 $0 0 D
    Stock Option (Right to Buy) $10.4 02/11/2025 D(4) 12,375 (4) 02/04/2032 Common Stock 12,375 $0 0 D
    Stock Option (Right to Buy) $12.6 02/11/2025 D(4) 16,500 (4) 01/15/2031 Common Stock 16,500 $0 0 D
    Stock Option (Right to Buy) $8.28 02/11/2025 D(4) 25,000 (4) 01/08/2030 Common Stock 25,000 $0 0 D
    Stock Option (Right to Buy) $15.84 02/11/2025 D(4) 8,750 (4) 02/26/2029 Common Stock 8,750 $0 0 D
    Stock Option (Right to Buy) $24.76 02/11/2025 D(4) 8,750 (4) 12/06/2027 Common Stock 8,750 $0 0 D
    Stock Option (Right to Buy) $4.84 02/11/2025 D(4) 2,625 (4) 01/17/2027 Common Stock 2,625 $0 0 D
    Stock Option (Right to Buy) $6.92 02/11/2025 D(4) 3,850 (4) 09/06/2026 Common Stock 3,850 $0 0 D
    Explanation of Responses:
    1. On December 29, 2024, the Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement") with Immedica Pharma AB, a corporation organized and existing under the laws of Sweden ("Parent"), and Matador Subsidiary, Inc. a Delaware corporation and a wholly owned subsidiary of Parent ("Purchaser"). Pursuant to the terms of the Merger Agreement and the Offer (as defined in the Merger Agreement), each share of the Issuer's common stock (the "Common Stock") held by the Reporting Person was acquired, subject to adjustment, at a purchase price of $0.55 per share (the "Offer Price") in cash.
    2. The reported amount reflects an adjustment to correct a clerical error that previously underreported the Reporting Person's holdings by 2,081 shares of Common Stock. No reportable transactions were omitted from previous filings in connection with the clerical error underlying this correction.
    3. Represents 2,300 shares underlying Restricted Stock Units (the "RSUs"). Pursuant to the terms of the Merger Agreement, at the effective time of the merger (the "Effective Time"), each outstanding RSU was terminated in exchange for a lump sum cash payment equal to (i) the Offer Price multiplied by (ii) the number of shares of Common Stock underlying the RSU.
    4. Pursuant to the terms of the Merger Agreement, at the Effective Time, each outstanding out-of-the-money stock option (i.e., a stock option that has an exercise price per share that is greater than the Offer Price) was terminated and the Reporting Person was not entitled to any payment in respect thereof.
    /s/ Debra A. Mohollen, Attorney-in-Fact 02/11/2025
    ** Signature of Reporting Person Date
    Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
    * If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
    ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
    Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
    Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
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