0001562180-21-004983.txt : 20210719 0001562180-21-004983.hdr.sgml : 20210719 20210719173706 ACCESSION NUMBER: 0001562180-21-004983 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210715 FILED AS OF DATE: 20210719 DATE AS OF CHANGE: 20210719 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Raythatha Jigar CENTRAL INDEX KEY: 0001745787 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38584 FILM NUMBER: 211098796 MAIL ADDRESS: STREET 1: 215 FIRST STREET, SUITE 200 CITY: CAMBRIDGE STATE: MA ZIP: 02142 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CONSTELLATION PHARMACEUTICALS INC CENTRAL INDEX KEY: 0001434418 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 215 FIRST STREET STREET 2: SUITE 200 CITY: CAMBRIDGE STATE: MA ZIP: 02142 BUSINESS PHONE: 617-714-0555 MAIL ADDRESS: STREET 1: 215 FIRST STREET STREET 2: SUITE 200 CITY: CAMBRIDGE STATE: MA ZIP: 02142 4 1 primarydocument.xml PRIMARY DOCUMENT X0306 4 2021-07-15 true 0001434418 CONSTELLATION PHARMACEUTICALS INC CNST 0001745787 Raythatha Jigar C/O CONSTELLATION PHARMACEUTICALS, INC. 215 FIRST STREET, SUITE 200 CAMBRIDGE MA 02142 true true false false See Remarks Common Stock 2021-07-15 4 D false 14961.00 D 0.00 D Stock Option (Right to Buy) 36.06 2021-07-15 4 D false 200000.00 D Common Stock 200000.00 0.00 D Stock Option (right to buy) 11.50 2021-07-15 4 D false 306938.00 D Common Stock 306938.00 0.00 D Stock Option (right to buy) 8.76 2021-07-15 4 D false 245000.00 D Common Stock 245000.00 0.00 D Stock Option (right to buy) 8.04 2021-07-15 4 D false 141929.00 D Common Stock 141929.00 0.00 D Stock Option (right to buy) 7.60 2021-07-15 4 D false 141929.00 D Common Stock 141929.00 0.00 D Stock Option (right to buy) 5.51 2021-07-15 4 D false 423940.00 D Common Stock 423940.00 0.00 D Stock Options (Right to buy) 35.50 2021-07-15 4 D false 204500.00 D Common Stock 204500.00 0.00 D This Form 4 reports securities disposed of under the terms of the Agreement and Plan of Merger (the "Agreement"), dated as of June 2, 2021, among Constellation Pharmaceuticals, Inc. (the "Company"), MorphoSys AG ("Parent") and MorphoSys Development Inc. ("Purchaser"), an indirect wholly owned subsidiary of Parent. Pursuant to the Agreement, on July 15, 2021 (the "Effective Time"), Purchaser merged with and into the Company, with the Company becoming a wholly owned subsidiary of Parent (the "Merger"). In connection with the consummation of the Merger, at the Effective Time, each share of common stock, par value $0.0001 per share, of the Company ("Common Stock") that was outstanding immediately prior to the Effective Time (other than certain shares specified in the Agreement) was converted into the right to receive $34.00 in cash, without interest and subject to any required withholding of taxes (the "Merger Consideration"). This Form 4 reports securities disposed of under the terms of the Agreement and Plan of Merger (the ''Agreement''), dated as of June 2, 2021, among Constellation Pharmaceuticals, Inc. (the "Company"), MorphoSys AG ("Parent") and MorphoSys Development Inc. ("Purchaser"), an indirect wholly owned subsidiary of Parent. Pursuant to the Agreement, on July 15, 2021 (the "Effective Time"), Purchaser merged with and into the Company, with the Company becoming a wholly owned subsidiary of Parent (the "Merger"). In connection with the consummation of the Merger, at the Effective Time, each share of common stock, par value $0.0001 per share, of the Company ("Common Stock") that was outstanding immediately prior to the Effective Time (other than certain shares specified in the Agreement) was converted into the right to receive $34.00 in cash, without interest and subject to any required withholding of taxes (the "Merger Consideration"). In connection with the consummation of the Merger, at the Effective Time, (a) immediately prior to the Effective Time, each outstanding Company stock option accelerated and became fully vested and exercisable; and (b) at the Effective Time, each unexercised outstanding Company stock option was cancelled in exchange for the right to receive a cash payment equal to the product of (i) the excess, if any, of the Merger Consideration, over the per share exercise price, and (ii) the number of shares of Common Stock subject to such Company stock option. Any company stock options that had an exercise price per share that was equal to or greater than the Merger Consideration was cancelled for no consideration. /s/ Emma Reeve, as Attorney-in-Fact for Jigar Raythatha 2021-07-19