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