0001562180-21-004988.txt : 20210719
0001562180-21-004988.hdr.sgml : 20210719
20210719184500
ACCESSION NUMBER: 0001562180-21-004988
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: Humphrey Jeffrey
CENTRAL INDEX KEY: 0001816944
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38584
FILM NUMBER: 211098940
MAIL ADDRESS:
STREET 1: C/O CONSTELLATION PHARMACEUTICALS, INC.
STREET 2: 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
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0001434418
CONSTELLATION PHARMACEUTICALS INC
CNST
0001816944
Humphrey Jeffrey
C/O CONSTELLATION PHARMACEUTICALS, INC.
215 FIRST STREET, SUITE 200
CAMBRIDGE
MA
02142
false
true
false
false
Chief Medical Officer
Stock Option (Right to Buy)
30.20
2021-07-15
4
D
false
133000.00
D
Common Stock
133000.00
0.00
D
Stock Options (Right to buy)
35.50
2021-07-15
4
D
false
35055.00
D
Common Stock
35055.00
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 Jeffrey Humphrey
2021-07-19