0001562180-21-004987.txt : 20210719 0001562180-21-004987.hdr.sgml : 20210719 20210719174123 ACCESSION NUMBER: 0001562180-21-004987 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: Valentine Karen CENTRAL INDEX KEY: 0001437152 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38584 FILM NUMBER: 211098807 MAIL ADDRESS: STREET 1: C/O ANTIGENICS INC. STREET 2: 3 FORBES RD CITY: LEXINGTON STATE: MA ZIP: 02421 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 0001437152 Valentine Karen C/O CONSTELLATION PHARMACEUTICALS, INC. 215 FIRST STREET, SUITE 200 CAMBRIDGE MA 02142 false true false false See Remarks Stock Option (Right to Buy) 35.50 2021-07-15 4 D false 58600.00 D Common Stock 58600.00 0.00 D Stock Option (right to buy) 11.50 2021-07-15 4 D false 81939.00 D Common Stock 81939.00 0.00 D Stock Option (right to buy) 8.76 2021-07-15 4 D false 22425.00 D Common Stock 22425.00 0.00 D Stock Options (Right to buy) 36.06 2021-07-15 4 D false 41800.00 D Common Stock 41800.00 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"). 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 Karen Valentine 2021-07-19