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