FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security | 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 | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security | 8. Price of Derivative Security | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) | 11. Nature of Indirect Beneficial Ownership |
Code | V | (A) | (D) | Date Exercisable | Expriation Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Stuckley Carol C/O EPIZYME, INC., 400 TECHNOLOGY SQUARE, 4TH FLOOR CAMBRIDGE, MA02139 | X |
/s/ John Weidenbruch, attorney-in-fact | 2022-08-16 |
**Signature of Reporting Person | Date |
(*) | If the form is filed by more than one reporting person, see Instruction 5(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). |
(1) | Reflects disposition of restricted stock units ("RSUs") in accordance 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, and the consummation of the merger (the "Merger") between the Issuer and Merger Sub on August 12, 2022. |
(2) | (Continued from Footnote 1) Pursuant to the Merger Agreement, effective immediately prior to the effective time of the Merger, 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. |
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Epizyme Inc. published this content on 16 August 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 16 August 2022 23:03:02 UTC.