Director Mackay Martin returned 20,023 shares to the company, closing all direct ownership in the company (SEC Form 4)
$SWTX
Biotechnology: Biological Products (No Diagnostic Substances)
Health Care
| 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 |
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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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
SpringWorks Therapeutics, Inc. [ SWTX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/01/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 07/01/2025 | D(1) | 20,023(2) | D | (3)(4) | 0 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | $36.8 | 07/01/2025 | D(1) | 29,445 | (5)(6) | (5)(6) | Common Stock | 29,445 | (5)(6) | 0 | D | ||||
| Explanation of Responses: |
| 1. This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger, dated April 27, 2025 (the "Merger Agreement"), by and among the Issuer, Merck KGaA, Darmstadt, Germany, a German corporation with general partners ("Parent"), and EMD Holdings Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), pursuant to which Merger Sub merged with and into the Issuer effective as of July 1, 2025, with the Issuer surviving the Merger as a wholly owned subsidiary of Parent (the "Merger"). |
| 2. Represents shares underlying restricted stock units (each, an "RSU") granted under the Issuer's 2019 Stock Option and Equity Incentive Plan (the "Plan"). Each RSU represents a contingent right to receive one share of Issuer common stock. |
| 3. Pursuant to the terms of the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each outstanding share of Issuer common stock was cancelled and automatically converted into the right to receive $47.00 in cash, without interest and subject to any required tax withholding (the "Merger Consideration"). |
| 4. Pursuant to the terms of the Merger Agreement, at the Effective Time, each outstanding RSU, whether vested or unvested, was cancelled and automatically converted into the right to receive an amount in cash, without interest and subject to any required tax withholding, equal to the product (rounded down to the nearest whole cent) of (i) the Merger Consideration payable with respect to such RSU multiplied by (ii) the total number of shares of Issuer common stock subject to such RSU immediately prior to the Effective Time (each a "Parent Cash-Based RSU Award"). Each Parent Cash-Based RSU Award will generally vest in accordance with the vesting terms that applied to the corresponding portion of such RSU immediately prior to the Effective Time; provided, that on the nine-month anniversary of the closing date of the Merger, 50% of each then-unvested tranche of each Parent Cash-Based RSU Award will vest, subject to the applicable holder's continued employment with Parent through such date. |
| 5. Pursuant to the terms of the Merger Agreement, at the Effective Time, each vested outstanding option to purchase shares of Issuer common stock immediately prior to the Effective Time, was cancelled and automatically converted into the right to receive an amount in cash, without interest and subject to any required tax withholding, equal to the product (rounded down to the nearest whole cent) of (i) the total number of shares of Issuer common stock subject to such option immediately prior to the Effective Time and (ii) the excess, if any, of the Merger Consideration over the per share exercise price of the shares subject to such option award immediately prior to the Effective Time. Each unvested option outstanding was cancelled and automatically converted into the right to receive an amount in cash, without interest and subject to any required tax withholding, equal to the product (rounded down to the nearest whole cent) of (i) the total number of shares of (Continued in footnote 6) |
| 6. (Continued from footnote 5) Issuer common stock subject to such option immediately prior to the Effective Time and (ii) the excess, if any, of the Merger Consideration over the per share exercise price of the shares subject to such option award immediately prior to the Effective Time (each a "Parent Cash-Based Option Award"). Each Parent Cash-Based Option Award will generally vest in accordance with the vesting terms that applied to the corresponding portion of such option award immediately prior to the Effective Time; provided, that on the nine-month anniversary of the closing date of the Merger, 50% of each then-unvested tranche of each Parent Cash-Based Option Award will vest, subject to the applicable holder's continued employment with Parent through such date. Any outstanding option, whether vested or unvested, to purchase shares of Issuer common stock with an exercise price per share greater than $47.00 was cancelled at the Effective Time for no consideration or payment. |
| /s/ Francis I. Perier, Jr. as Attorney-in Fact | 07/02/2025 | |
| ** 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. | ||