EVP, Chief Medical Officer Durgam Suresh K. returned $5,664,516 worth of shares to the company (42,913 units at $132.00), closing all direct ownership in the company (SEC Form 4)
$ITCI
Biotechnology: Pharmaceutical Preparations
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
Intra-Cellular Therapies, Inc. [ ITCI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 04/02/2025 | ||||||||||||||||||||||||||
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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 | 04/02/2025 | D(1)(2) | 42,913 | D | $132(1)(2) | 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) | $12.73 | 04/02/2025 | D | 53,967 | (3)(4) | 01/07/2029 | Common Stock | 53,967 | (3)(4) | 0 | D | ||||
| Stock Option (right to buy) | $23.94 | 04/02/2025 | D | 33,443 | (3)(4) | 02/17/2030 | Common Stock | 33,443 | (3)(4) | 0 | D | ||||
| Stock Option (right to buy) | $36.89 | 04/02/2025 | D | 18,714 | (3)(4) | 02/22/2031 | Common Stock | 18,714 | (3)(4) | 0 | D | ||||
| Stock Option (right to buy) | $56.73 | 04/02/2025 | D | 17,916 | (3)(4) | 03/09/2032 | Common Stock | 17,916 | (3)(4) | 0 | D | ||||
| Restricted Stock Units | (5) | 04/02/2025 | D | 13,133 | (6) | (7) | Common Stock | 13,133 | (6) | 0 | D | ||||
| Restricted Stock Units | (5) | 04/02/2025 | D | 17,485 | (6) | (7) | Common Stock | 17,485 | (6) | 0 | D | ||||
| Restricted Stock Units | (5) | 04/02/2025 | D | 24,621 | (6) | (7) | Common Stock | 24,621 | (6) | 0 | D | ||||
| Performance Stock Units | (5) | 04/02/2025 | A | 13,134 | (8) | (7) | Common Stock | 13,134 | $0 | 13,134 | D | ||||
| Performance Stock Units | (5) | 04/02/2025 | D | 13,134 | (8) | (7) | Common Stock | 13,134 | (8) | 0 | D | ||||
| Performance Stock Units | (5) | 04/02/2025 | A | 8,742 | (8) | (7) | Common Stock | 8,742 | $0 | 8,742 | D | ||||
| Performance Stock Units | (5) | 04/02/2025 | D | 8,742 | (8) | (7) | Common Stock | 8,742 | (8) | 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 January 10, 2025 (the "Merger Agreement"), by and among Intra-Cellular Therapies, Inc. (the "Company"), Johnson & Johnson, a New Jersey corporation ("Parent"), and Fleming Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), pursuant to which, subject to the terms and condi-tions thereof, Merger Sub merged with and into the Company (the "Merger"), with the Company surviving the Merger as a wholly owned subsidiary of Parent, effective as of April 2, 2025 (the "Effective Time"). |
| 2. (Continued from Footnote 1) At the Effective Time, each share of common stock, par val-ue $0.0001 per share, of the Company ("Company Shares") issued and outstanding im-mediately prior to the Effective Time (other than certain Company Shares canceled pur-suant to the Merger Agreement and Company Shares with respect to which appraisal rights had been properly and validly exercised) was automatically converted into the right to receive an amount equal to $132.00 per share in cash (the "Merger Consideration"), without interest thereon and less any applicable tax withholdings. |
| 3. Upon the terms and subject to the conditions set forth in the Merger Agreement, at the Effective Time, each option to purchase Company Shares (each, a "Company Option") that was then outstanding and unexercised as of immediately prior to the Effective Time, whether vested or unvested, and which had a per share exercise price that was less than the Merger Consideration, was canceled and converted into the right to receive an amount in cash (without interest) equal to the product of (i) the aggregate number of Company Shares underlying such Company Option immediately prior to the Effective Time, and (ii) the excess of (A) the Merger Consideration over (B) the per share exercise price of such Company Option. |
| 4. (Continued from Footnote 3) In addition, upon the terms and subject to the conditions set forth in the Merger Agreement, at the Effective Time, each other Company Option with a per share exercise price that equaled or exceeded the amount of the Merger Consideration was canceled for no consideration. |
| 5. Each restricted stock unit (each, a "Company RSU") and each performance-based restricted stock unit (each, a "Company PRSU") represented a contingent right to receive one Company Share for each Company RSU and Company PRSU, as applicable. |
| 6. Upon the terms and subject to the conditions set forth in the Merger Agreement, at the Effective Time, each Company RSU that was then outstanding as of immediately prior to the Effective Time, whether vested or unvested, was canceled and converted into the right to receive an amount in cash (without interest) equal to the product of (i) the aggre-gate number of Company Shares underlying such Company RSU immediately prior to the Effective Time and (ii) the Merger Consideration. Notwithstanding the foregoing, in the case of each Company RSU granted in 2025, the Merger Consideration will instead be payable at the time the original Company RSU would have vested, subject to accelerated vesting in certain circumstances. |
| 7. Not applicable. |
| 8. Upon the terms and subject to the conditions set forth in the Merger Agreement, at the Effective Time, each Company PRSU that was then outstanding as of immediately prior to the Effective Time, whether vested or unvested, was canceled and converted into the right to receive an amount in cash (without interest) equal to the product of (i) the aggregate number of Company Shares underlying such Company PRSU immediately prior to the Effective Time determined by treating all applicable performance measures as satisfied at the target level of performance and (ii) the Merger Consideration. |
| /s/ John P. Condon, Attorney-in-fact | 04/02/2025 | |
| ** 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. | ||