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