0001140361-24-013931.txt : 20240318
0001140361-24-013931.hdr.sgml : 20240318
20240318163056
ACCESSION NUMBER: 0001140361-24-013931
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20240318
FILED AS OF DATE: 20240318
DATE AS OF CHANGE: 20240318
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: OLSON LAURIE J
CENTRAL INDEX KEY: 0001553231
ORGANIZATION NAME:
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38958
FILM NUMBER: 24759493
MAIL ADDRESS:
STREET 1: C/O PFIZER INC. CORPORATE SECRETARY
STREET 2: 235 EAST 42ND STREET
CITY: NEW YORK
STATE: NY
ZIP: 10017
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Karuna Therapeutics, Inc.
CENTRAL INDEX KEY: 0001771917
STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834]
ORGANIZATION NAME: 03 Life Sciences
IRS NUMBER: 270605902
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 99 HIGH STREET
STREET 2: 26TH FLOOR
CITY: BOSTON
STATE: MA
ZIP: 02110
BUSINESS PHONE: 857-449-2244
MAIL ADDRESS:
STREET 1: 99 HIGH STREET
STREET 2: 26TH FLOOR
CITY: BOSTON
STATE: MA
ZIP: 02110
4
1
form4.xml
FORM 4
X0508
4
2024-03-18
true
0001771917
Karuna Therapeutics, Inc.
KRTX
0001553231
OLSON LAURIE J
C/O KARUNA THERAPEUTICS, INC.
99 HIGH STREET, 26TH FLOOR
BOSTON
MA
02110
true
false
Common Stock
2024-03-18
4
D
0
990
330
D
0
D
Option (right to buy)
84.86
2024-03-18
4
D
0
13000
245.14
D
2030-08-11
Common Stock
13000
0
D
Option (right to buy)
128.01
2024-03-18
4
D
0
8500
201.99
D
2031-06-15
Common Stock
8500
0
D
Option (right to buy)
102.96
2024-03-18
4
D
0
5000
227.04
D
2032-06-14
Common Stock
5000
0
D
Option (right to buy)
237.7
2024-03-18
4
D
0
1904
92.3
D
2033-06-19
Common Stock
1904
0
D
On March 18, 2024, Bristol-Myers Squibb Company ("Bristol-Myers") acquired Karuna Therapeutics, Inc. (the "Issuer") pursuant to a certain Agreement and Plan of Merger, dated as of December 22, 2023 (the "Merger Agreement"), by and among the Issuer, Bristol-Myers and Miramar Merger Sub Inc., a wholly owned subsidiary of Bristol-Myers ("Merger Sub"). In accordance with the Merger Agreement, Merger Sub merged with and into the Issuer (the "Merger") with the Issuer surviving the Merger as a wholly owned subsidiary of Bristol-Myers. At the effective time of the Merger, each issued and outstanding share of the Issuer's common stock, $0.0001 par value per share (the "Common Stock") (other than certain excluded shares of Common Stock) automatically converted into the right to receive $330.00 per share in cash (the "Merger Consideration"), without interest and subject to applicable withholding tax.
Represents restricted stock units ("RSUs"), each representing a contingent right to receive one share of Common Stock. Pursuant to the Merger Agreement, each outstanding RSU, whether granted under an Issuer stock plan or otherwise, automatically vested (to the extent not previously vested), was cancelled and entitled the holder to receive a one-time lump sum payment in an amount in cash, without interest and subject to deduction for any required tax withholding, equal to (i) the total number of shares of Common Stock subject to such RSU immediately prior to the effective time of the Merger, multiplied by (ii) the Merger Consideration.
Pursuant to the Merger Agreement, outstanding and unexercised options to purchase shares of Common Stock (the "Options"), whether granted under an Issuer stock plan or otherwise, automatically vested (to the extent not previously vested), were cancelled and entitled the holder to receive a one-time lump sum payment in an amount in cash, without interest and subject to deduction for any required tax withholding, equal to (i) the total number of shares of Common Stock subject to such Option multiplied by (ii) the excess, if any, of the Merger Consideration over the exercise price per share of Common Stock under such Option.
These Options are fully vested.
These Options originally provided for vesting upon the earlier of (i) June 20, 2024, and (ii) the 2024 annual meeting of the Issuer's stockholders, subject to continued service through such date.
/s/ Jason Brown, Attorney-in-Fact
2024-03-18