0001209191-20-019905.txt : 20200318 0001209191-20-019905.hdr.sgml : 20200318 20200318095252 ACCESSION NUMBER: 0001209191-20-019905 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200309 FILED AS OF DATE: 20200318 DATE AS OF CHANGE: 20200318 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: STERN STANLEY CENTRAL INDEX KEY: 0001098567 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36621 FILM NUMBER: 20723408 MAIL ADDRESS: STREET 1: C/O THCG, INC STREET 2: 650 MADISON AVENUE, 21ST FL CITY: NEW YORK STATE: NY ZIP: 10022 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Foamix Pharmaceuticals Ltd. CENTRAL INDEX KEY: 0001606645 STANDARD INDUSTRIAL CLASSIFICATION: MEDICINAL CHEMICALS & BOTANICAL PRODUCTS [2833] IRS NUMBER: 000000000 STATE OF INCORPORATION: L3 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 2 HOLZMAN ST. STREET 2: WEIZMANN SCIENCE PARK CITY: REHOVOT STATE: L3 ZIP: 76704 BUSINESS PHONE: 97289316233 MAIL ADDRESS: STREET 1: 2 HOLZMAN ST. STREET 2: WEIZMANN SCIENCE PARK CITY: REHOVOT STATE: L3 ZIP: 76704 FORMER COMPANY: FORMER CONFORMED NAME: Foamix Ltd. DATE OF NAME CHANGE: 20140428 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2020-03-09 1 0001606645 Foamix Pharmaceuticals Ltd. FOMX 0001098567 STERN STANLEY C/O FOAMIX PHARMACEUTICALS, LTD. 2 HOLZMAN STREET REHOVOT L3 7670402 ISRAEL 1 0 0 0 Ordinary Shares 2020-03-09 4 D 0 21147 D 21212 D Ordinary Shares 2020-03-09 4 D 0 21212 D 0 D Options 5.88 2020-03-09 4 D 0 27000 D 2024-12-29 Ordinary Shares 27000 0 D Options 4.76 2020-03-09 4 D 0 21562 D 2027-07-13 Ordinary Shares 21562 0 D Options 5.06 2020-03-09 4 D 0 24947 D 2028-05-08 Ordinary Shares 24947 0 D Options 3.53 2020-03-09 4 D 0 12719 D 2030-02-27 Ordinary Shares 12719 0 D On March 9, 2020 (the "Closing Date"), pursuant to the Agreement and Plan of Merger, dated as of November 10, 2019, as amended on December 4, 2019 (as amended, the "Merger Agreement"), by and among Menlo Therapeutics Inc., a Delaware corporation ("Menlo"), Foamix Pharmaceuticals Ltd., a company organized under the laws of Israel ("Foamix"), and Giants Merger Subsidiary Ltd., a direct, wholly owned subsidiary of Menlo ("Merger Sub"), Merger Sub merged with and into Foamix, with Foamix surviving as a wholly owned subsidiary of Menlo (the "Merger"). At the effective time of the Merger (the "Effective Time"), each ordinary share, par value NIS 0.16 per share, of Foamix ("Foamix Shares") issued and outstanding immediately prior to the Effective Time was deemed transferred under Israeli law to Menlo in exchange for the right to receive (i) 0.5924 shares (the "Exchange Ratio") of common stock of Menlo ("Menlo Common Stock") and (ii) one contingent stock right (continued in footnote 2) (a "CSR"; and collectively, the "CSRs") which are subject to the terms and conditions of the contingent stock rights agreement, dated as of March 9, 2020, by and between American Stock Transfer & Trust Company, LLC and Menlo (the "CSR Agreement"), as further described in that Current Report on Form 8-K filed by Menlo with the Securities and Exchange Commission on March 9, 2020 (collectively, the "Merger Consideration"). The closing price of a share of Menlo Common Stock on March 6, 2020, the last trading day before the Effective Time, was $4.15. No fractional share of Menlo Common Stock was issued in the Merger, and Foamix shareholders received cash in lieu of fractional shares, as specified in the Merger Agreement. Represents Foamix restricted stock unit awards ("Foamix RSUs") that were outstanding immediately prior to the Effective Time, each of which by its terms represented a contingent right to receive one Foamix Share. Each Foamix RSU was assumed by Menlo and converted into a restricted stock unit award relating to Menlo Common Stock (an "Adjusted RSU Award") and has the same terms and conditions as applied to the Foamix RSU immediately prior to the Effective Time. The Adjusted RSU Award will settle in the number of shares of Menlo Common Stock equal to the product obtained by multiplying (i) the number of Foamix Shares subject to the Foamix RSU immediately prior to the Effective Time by (ii) the Exchange Ratio. If the CSRs become convertible, each person holding a Foamix RSU immediately prior to the Effective Time will get additional Adjusted RSU Awards based on the additional shares of Menlo Common Stock that each ordinary Foamix Share will get upon conversion of a CSR. The Options vested over a period of three years from December 29, 2014 (33.3% on each anniversary of such date). At the Effective Time, each option to purchase a Foamix Share (a "Foamix Option") was converted into an option to purchase Menlo Common Stock (an "Adjusted Option") with the same terms and conditions as applied to the Foamix Option immediately prior to the Effective Time; however, the Adjusted Option covers a number of shares of Menlo Common Stock equal to the product of (i) the number of Foamix Shares subject to the Foamix Option immediately prior to the Effective Time and (ii) the Exchange Ratio, and has an exercise price per share equal to the quotient of (i) the exercise price per Foamix Share subject to such Foamix Option immediately prior to the Effective Time divided by (ii) the Exchange Ratio. If the CSRs become convertible, then the Menlo board of directors will make equitable adjustments to the exercise price per share of and the number of shares of Menlo Common Stock that are subject to Adjusted Options. The ordinary shares underlying this option vest over a period of four years (25% on July 13, 2017 and 6.25% every three months thereafter) ending July 13, 2021. The ordinary shares underlying these options vested over a 12 month period, in equal, quarterly installments, ending May 8, 2019. The ordinary shares underlying these options vest over a 12 month period, in equal, quarterly installments, ending February 27, 2021. /s/ Mutya Harsch as attorney-in-fact for Stanley Stern 2020-03-18