| 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). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Epizyme, Inc. [ EPZM ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/12/2022 | ||||||||||||||||||||||||||
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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, par value $0.0001 | 08/12/2022 | U | 31,933,334(1)(2) | D | (2) | 0 | I | See footnotes(3)(4) | ||
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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 | ||||||||
| Restricted Stock Units | $0.00 | 08/12/2022 | D | 8,060 | (7) | (7) | Common Stock | 8,060 | $0.00 | 0 | D(5)(6) | ||||
| Restricted Stock Units | $0.00 | 08/12/2022 | D | 8,994 | (7) | (7) | Common Stock | 8,994 | $0.00 | 0 | D(5)(6) | ||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. Represents (a) (i) 6,666,667 shares of the Issuer's common stock ("Shares") and (ii) 2,500,000 shares of the Issuer's common stock, in each case acquired by RPI Finance Trust ("RPIFT") pursuant to that certain Purchase Agreement, dated November 4, 2019, by and between the Issuer and RPIFT and (b) 22,666,667 shares of common stock acquired by Royalty Pharma Investments 2019 ICAV ("RPI 2019 ICAV") from the underwriter in an underwritten public offering conducted by the Issuer that closed on January 31, 2022. |
| 2. Reflects disposition of Shares in connection with that certain Agreement and Plan of Merger (the "Merger Agreement"), by and among the Issuer, Ipsen Pharma SAS and Hibernia Merger Sub, Inc. ("Merger Sub"), dated as of June 27, 2022, including the completion of a tender offer to purchase all outstanding Shares of the Issuer, at a price per Share of (i) $1.45 per Share (the "Cash Consideration"), plus (ii) one (1) contractual contingent value right per Share ("CVR"), which represents the right to receive one or more contingent payments upon the achievement of certain milestones, if any (collectively, the "Offer Price"), and the consummation of the merger (the "Merger") between the Issuer and Merger Sub on August 12, 2022. As of the effective time of the Merger (the "Effective Time"), each Share held by the Reporting Person was converted into the Offer Price. |
| 3. This Form 4 is being jointly filed by RP Management, LLC ("RP Management"), RPIFT, and Pablo G. Legorreta (collectively, the "Reporting Persons"). RP Management, as the manager of RPIFT and RPI 2019 ICAV, and Mr. Legorreta, as the manager of RP Management, may be deemed to have beneficial ownership under Section 13 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") of the securities beneficially owned by RPIFT and RPI 2019 ICAV. RP Management and Mr. Legorreta disclaim beneficial ownership of the securities indicated except to the extent of their pecuniary interest therein, and the reporting herein of such securities shall not be construed as an admission that RP Management and/or Mr. Legorreta are the beneficial owners thereof for purposes of Section 16 of the Exchange Act or for any other purpose. Mr. Legorreta served on the board of directors of the Issuer as a representative of RPIFT and RPI 2019 ICAV. |
| 4. (Continued from Footnote 3) Each of RPIFT, RPI 2019 ICAV and RP Management, LLC may be deemed to be a director by deputization of the Issuer for purposes of Section 16(b)-3(d) of the Exchange Act. |
| 5. Mr. Legorreta is deemed to hold the derivative security and the shares issuable thereunder for the benefit of RP Management. Mr. Legorreta is the manager of RP Management. Any exercise of the derivative security, when vested, or sale of the shares issuable upon exercise shall be at the direction of RP Management and the proceeds of the sale of the shares issuable upon exercise shall be delivered to RP Management. The proceeds of the sale of the shares issuable under the derivative security will be offset against the management fee payable to RP Management by RPIFT, RPI 2019 ICAV, and certain of their respective indirect owners (such indirect owners, the "Funds"), all of which are managed by RP Management. |
| 6. (Continued from Footnote 5) Mr. Legorreta and such Funds disclaim beneficial ownership of the securities indicated except to the extent of their pecuniary interest therein, and the reporting herein of such securities shall not be construed as an admission that Mr. Legorreta or any of such Funds is the beneficial owner thereof for purposes of Section 16 of the Exchange Act or for any other purpose. Mr. Legorreta served on the board of directors of the Issuer as a representative of RPIFT and RPI 2019 ICAV. Each of RPIFT, RPI 2019 ICAV and RP Management may be deemed to be a director by deputization of the Issuer for purposes of Section 16(b)-3(d) of the Exchange Act. |
| 7. Reflects disposition of restricted stock units ("RSUs") in accordance with the Merger Agreement, pursuant to which, effective immediately prior to the Effective Time, each unvested RSU held by the Reporting Person automatically vested in full and was canceled and converted into the right to receive (i) an amount of cash equal to the product of (A) the total number of Shares then underlying such RSU multiplied by (B) the Cash Consideration and (ii) one (1) CVR for each Share underlying such RSU, in each case, less applicable withholding. |
| Remarks: |
| /s/ Pablo G. Legorreta | 08/16/2022 | |
| RP Management, LLC, By: /s/ Pablo G. Legorreta, Chief Executive Officer | 08/16/2022 | |
| RPI Finance Trust, By: RP Management, LLC, its Administrator, /s/ Pablo G. Legorreta, Chief Executive Officer | 08/16/2022 | |
| Royalty Pharma Investments 2019 ICAV, By: /s/ Pablo G. Legorreta, Director | 08/16/2022 | |
| ** 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. | ||