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