0000899243-22-033657.txt : 20221014 0000899243-22-033657.hdr.sgml : 20221014 20221014160715 ACCESSION NUMBER: 0000899243-22-033657 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20221014 FILED AS OF DATE: 20221014 DATE AS OF CHANGE: 20221014 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Frederick Wayne A.I. CENTRAL INDEX KEY: 0001802241 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39333 FILM NUMBER: 221311422 MAIL ADDRESS: STREET 1: 500 W MAIN ST. CITY: LOUISVILLE STATE: KY ZIP: 40202 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Forma Therapeutics Holdings, Inc. CENTRAL INDEX KEY: 0001538927 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 371657129 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 300 NORTH BEACON STREET STREET 2: SUITE 501 CITY: WATERTOWN STATE: MA ZIP: 02472 BUSINESS PHONE: 617-679-1970 MAIL ADDRESS: STREET 1: 300 NORTH BEACON STREET STREET 2: SUITE 501 CITY: WATERTOWN STATE: MA ZIP: 02472 FORMER COMPANY: FORMER CONFORMED NAME: Forma Therapeutics Holdings, Inc., DATE OF NAME CHANGE: 20200331 FORMER COMPANY: FORMER CONFORMED NAME: Forma Therapeutics Holdings LLC DATE OF NAME CHANGE: 20120106 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2022-10-14 1 0001538927 Forma Therapeutics Holdings, Inc. FMTX 0001802241 Frederick Wayne A.I. C/O FORMA THERAPEUTICS HOLDINGS, INC. 300 NORTH BEACON STREET, SUITE 501 WATERTOWN MA 02472 1 0 0 0 Common Stock 2022-10-14 4 U 0 7250 D 0 D Stock Option (Right to Buy) 35.00 2022-10-14 4 D 0 25000 D Common Stock 25000 0 D Stock Option (Right to Buy) 25.35 2022-10-14 4 D 0 8375 D Common Stock 8375 0 D Stock Option (Right to Buy) 6.12 2022-10-14 4 D 0 6750 D Common Stock 6750 0 D This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of August 31, 2022, by and among Forma Therapeutics Holdings, Inc. (the "Issuer"), Novo Nordisk A/S (the "Parent"), and NNUS New Dev, Inc., a wholly owned indirect subsidiary of Parent ("Merger Sub"), pursuant to which Merger Sub completed a cash tender offer for shares of common stock of the Issuer (each, a "Share") and thereafter merged with and into the Issuer (the "Merger"), effective as of October 14, 2022 (the "Effective Time"). At the Effective Time, each issued and outstanding Share was cancelled and converted into the right to receive $20.00 in cash (the "Merger Consideration"), subject to withholding of applicable taxes and without interest. Consists of restricted stock units ("RSUs"), including those RSUs settled into Shares upon vesting. Pursuant to the terms of the Merger Agreement, at the Effective Time, each RSU (whether vested or unvested) that was outstanding immediately prior to the Effective Time, was cancelled and converted into the right to receive, for each Share underlying such RSU, an amount in cash equal to the Merger Consideration, subject to withholding of applicable taxes and without interest. Pursuant to the terms of the Merger Agreement, at the Effective Time, each option (whether vested or unvested) that was outstanding and unexercised immediately prior to the Effective Time, was cancelled and converted into the right to receive, for each Share underlying such option, an amount in cash equal to the excess, if any, of the Merger Consideration over the exercise price per share of such option. Each option that was outstanding and unexercised immediately prior to the Effective Time which had a per share exercise price greater than or equal to the Merger Consideration was cancelled with no consideration payable. /s/ Jeannette Potts, as Attorney-in-Fact 2022-10-14