Paul Steven M returned $49,817,790 worth of shares to the company (150,963 units at $330.00), closing all direct ownership in the company (SEC Form 4)
$KRTX
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 |
|
|||||||||||||||
|
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)
|
2. Issuer Name and Ticker or Trading Symbol
Karuna Therapeutics, Inc. [ KRTX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 03/18/2024 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
| 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 | 03/18/2024 | D(1)(2) | 2,046 | D | $330(1)(2) | 8,550(3) | D | |||
| Common Stock | 03/18/2024 | D(1)(4) | 8,550(4) | D | $330(1)(4) | 0 | D | |||
| Common Stock | 03/18/2024 | D(1)(2) | 30,304 | D | $330(1)(2) | 0 | I | Steve M. Paul Family 2021 Delaware Trust | ||
| Common Stock | 03/18/2024 | D(1)(2) | 10,000 | D | $330(1)(2) | 0 | I | Jann E Paul Revocable Trust | ||
| Common Stock | 03/18/2024 | D(1)(2) | 33,882(3) | D | $330(1)(2) | 0(3) | I | The Steven M Paul Revocable Trust | ||
| Common Stock | 03/18/2024 | D(1)(2) | 30,304 | D | $330(1)(2) | 0 | I | Steven M. Paul Family 2024 Trust | ||
| Common Stock | 03/18/2024 | D(1)(2) | 35,877 | D | $330(1)(2) | 0 | I | Jann E. Paul GRAT III | ||
|
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 | ||||||||
| Option (right to buy) | $7.04 | 03/18/2024 | D(1)(5) | 136,094 | (6) | 04/29/2028 | Common Stock | 136,094 | $322.96(5) | 0 | D | ||||
| Option (right to buy) | $7.27 | 03/18/2024 | D(1)(5) | 757,045 | (6) | 08/08/2028 | Common Stock | 757,045 | $322.73(5) | 0 | D | ||||
| Option (right to buy) | $9.2 | 03/18/2024 | D(1)(5) | 449,463 | (6) | 03/20/2029 | Common Stock | 449,463 | $320.8(5) | 0 | D | ||||
| Option (right to buy) | $9.2 | 03/18/2024 | D(1)(5) | 87,494 | (6) | 03/28/2029 | Common Stock | 87,494 | $320.8(5) | 0 | D | ||||
| Option (right to buy) | $9.2 | 03/18/2024 | D(1)(5) | 15,205 | (6) | 04/07/2029 | Common Stock | 15,205 | $320.8(5) | 0 | D | ||||
| Option (right to buy) | $16 | 03/18/2024 | D(1)(5) | 616,703 | (6) | 06/26/2019 | Common Stock | 616,703 | $314(5) | 0 | D | ||||
| Option (right to buy) | $20.02 | 03/18/2024 | D(1)(5) | 71,121 | (6) | 06/27/2019 | Common Stock | 71,121 | $309.98(5) | 0 | D | ||||
| Option (right to buy) | $99.72 | 03/18/2024 | D(1)(5) | 135,992 | (6) | 02/13/2030 | Common Stock | 135,992 | $230.28(5) | 0 | D | ||||
| Option (right to buy) | $131.64 | 03/18/2024 | D(1)(5) | 161,850 | (7) | 02/22/2031 | Common Stock | 161,850 | $198.36(5) | 0 | D | ||||
| Option (right to buy) | $111.97 | 03/18/2024 | D(1)(5) | 146,900 | (8) | 02/16/2032 | Common Stock | 146,900 | $218.03(5) | 0 | D | ||||
| Option (right to buy) | $187.26 | 03/18/2024 | D(1)(5) | 22,800 | (9) | 02/08/2023 | Common Stock | 22,800 | $142.74(5) | 0 | D | ||||
| Explanation of Responses: |
| 1. On March 18, 2024, Bristol-Myers Squibb Company ("Bristol-Myers") acquired Karuna Therapeutics, Inc. (the "Issuer") pursuant to a certain Agreement and Plan of Merger, dated as of December 22, 2023 (the "Merger Agreement"), by and among the Issuer, Bristol-Myers and Miramar Merger Sub Inc., a wholly owned subsidiary of Bristol-Myers ("Merger Sub"). In accordance with the Merger Agreement, Merger Sub merged with and into the Issuer (the "Merger") with the Issuer surviving the Merger as a wholly owned subsidiary of Bristol-Myers. |
| 2. At the effective time of the Merger, each issued and outstanding share of the Issuer's common stock, $0.0001 par value per share (the "Common Stock") (other than certain excluded shares of Common Stock) automatically converted into the right to receive $330.00 per share in cash (the "Merger Consideration"), without interest and subject to applicable withholding tax. |
| 3. Reflects a transfer on March 11, 2024 of 31,518 shares of common stock from the reporting person's direct ownership to a trust of which the reporting person is sole trustee and sole beneficiary. Such transfer was exempt from Section 16 pursuant to Rule 16a-13. |
| 4. Represents restricted stock units ("RSUs"), each representing a contingent right to receive one share of Common Stock. Pursuant to the Merger Agreement, each outstanding RSU, whether granted under an Issuer stock plan or otherwise, automatically vested (to the extent not previously vested), was cancelled and entitled the holder to receive a one-time lump sum payment in an amount in cash, without interest and subject to deduction for any required tax withholding, equal to (i) the total number of shares of Common Stock subject to such RSU immediately prior to the effective time of the Merger, multiplied by (ii) the Merger Consideration. |
| 5. Pursuant to the Merger Agreement, outstanding and unexercised options to purchase shares of Common Stock (the "Options"), whether granted under an Issuer stock plan or otherwise, automatically vested (to the extent not previously vested), were cancelled and entitled the holder to receive a one-time lump sum payment in an amount in cash, without interest and subject to deduction for any required tax withholding, equal to (i) the total number of shares of Common Stock subject to such Option multiplied by (ii) the excess, if any, of the Merger Consideration over the exercise price per share of Common Stock under such Option. |
| 6. These Options are fully vested. |
| 7. These Options vested as to 25% on February 23, 2022, with the remaining Options to vest in twelve equal three-month installments over the following three years, subject to continued service through such dates. |
| 8. These Options vested as to 25% on February 16, 2023, with the remaining Options to vest in twelve equal three-month installments over the following three years, subject to continued service through such dates. |
| 9. These Options vested as to 25% on February 9, 2024, with the remaining Options to vest in twelve equal three-month installments over the following three years, subject to continued service through such dates. |
| /s/ Jason Brown, Attorney-in-Fact | 03/18/2024 | |
| ** 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. | ||