0001628280-26-059882.txt : 20260901 0001628280-26-059882.hdr.sgml : 20260901 20260901165250 ACCESSION NUMBER: 0001628280-26-059882 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20260901 FILED AS OF DATE: 20260901 DATE AS OF CHANGE: 20260901 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Struthers Richard Scott CENTRAL INDEX KEY: 0001746298 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38583 FILM NUMBER: 261351547 MAIL ADDRESS: STREET 1: C/O CRINETICS PHARMACEUTICALS, INC. STREET 2: 6055 LUSK BOULEVARD CITY: SAN DIEGO STATE: CA ZIP: 92121 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Crinetics Pharmaceuticals, Inc. CENTRAL INDEX KEY: 0001658247 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] ORGANIZATION NAME: 03 Life Sciences EIN: 263744114 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 6055 LUSK BLVD. CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: 858-450-6464 MAIL ADDRESS: STREET 1: 6055 LUSK BLVD. CITY: SAN DIEGO STATE: CA ZIP: 92121 4 1 wk-form4_1788295965.xml FORM 4 X0609 4 2026-09-01 1 0001658247 Crinetics Pharmaceuticals, Inc. CRNX 0001746298 Struthers Richard Scott false C/O CRINETICS PHARMACEUTICALS, INC. 6055 LUSK BOULEVARD SAN DIEGO CA 92121 1 1 0 0 President & CEO 0 Common Stock 2026-09-01 4 D 0 248043 85 D 176663 D Common Stock 2026-09-01 4 D 0 1000 85 D 0 I By Spouse Common Stock 2026-09-01 4 D 0 136805 85 D 0 I By Family Trust 1 Common Stock 2026-09-01 4 D 0 106000 85 D 0 I By Family Trust 2 Common Stock 2026-09-01 4 D 0 110000 85 D 0 I By Family Trust 3 Common Stock 2026-09-01 4 D 0 100000 85 D 0 I By Family Trust 4 Common Stock 2026-09-01 4 D 0 111100 85 D 0 I By Family Trust 5 Common Stock 2026-09-01 4 D 0 111100 85 D 0 I By Family Trust 6 Common Stock 2026-09-01 4 D 0 111100 85 D 0 I By Family Trust 7 Common Stock 2026-09-01 4 D 0 111100 85 D 0 I By Family Trust 8 Common Stock 2026-09-01 4 D 0 80000 85 D 0 I By Charitable Trust Common Stock 2026-09-01 4 D 0 176663 85 D 0 D Stock Option (Right to Buy) 25.19 2026-09-01 4 D 0 172281 59.81 D 2029-03-08 Common Stock 172281 0 D Stock Option (Right to Buy) 22.61 2026-09-01 4 D 0 195578 62.39 D 2030-02-24 Common Stock 195578 0 D Stock Option (Right to Buy) 15.29 2026-09-01 4 D 0 259058 69.71 D 2031-02-26 Common Stock 259058 0 D Stock Option (Right to Buy) 20.02 2026-09-01 4 D 0 244205 64.98 D 2032-02-29 Common Stock 244205 0 D Stock Option (Right to Buy) 19.64 2026-09-01 4 D 0 287700 65.36 D 2033-02-28 Common Stock 287700 0 D Stock Option (Right to Buy) 43.51 2026-09-01 4 D 0 240000 41.49 D 2034-03-03 Common Stock 240000 0 D Stock Option (Right to Buy) 36.86 2026-09-01 4 D 0 313000 48.14 D 2035-02-19 Common Stock 313000 0 D Stock Option (Right to Buy) 43.79 2026-09-01 4 D 0 228000 41.21 D 2036-02-23 Common Stock 228000 0 D Pursuant to the Agreement and Plan of Merger, dated as of July 6, 2026 (the "Merger Agreement"), by and among Crinetics Pharmaceuticals, Inc., a Delaware corporation (the "Company"), Vertex Pharmaceuticals Incorporated, a Massachusetts corporation ("Parent"), and Clark Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), Merger Sub merged with and into the Company, with the Company surviving as a wholly owned subsidiary of Parent (the "Merger"), effective as of September 1, 2026 (the "Effective Time"). At the Effective Time, each share of common stock of the Company, par value $0.001 per share (the "Company Common Stock"), issued and outstanding immediately prior to the Effective Time, except as provided in the Merger Agreement, was canceled and automatically converted into the right to receive $85.00 per share in cash, without interest and subject to any applicable tax withholdings (the "Merger Consideration"). The transaction reported on this line reflects the cancellation in the Merger of restricted stock units of the Company (each, a "Company RSU"), each of which represented a contingent right to receive one share of the Issuer's Common Stock. Immediately prior to the Effective Time, each Company RSU that was then outstanding but not vested became immediately vested in full. At the Effective Time, each outstanding Company RSU was canceled and converted into the right to receive an amount in cash equal to the Merger Consideration, less any applicable tax withholding. The transaction reported on this line reflects the cancellation in the Merger of options to purchase shares of Company Common Stock (each, a "Company Stock Option"). Immediately prior to the Effective Time, each Company Stock Option that was then outstanding but not vested became immediately vested in full. At the Effective Time, (i) each outstanding Company Stock Option having a per share exercise price less than the Merger Consideration was canceled and converted into the right to receive an amount in cash equal to the difference between the Merger Consideration and the applicable per share exercise price, less any applicable tax withholding, and (ii) any Company Stock Option having a per share exercise price equal to or greater than the Merger Consideration was canceled for no consideration. The transaction reported on this line reflects the cancellation in the Merger of Company Stock Options having a per share exercise price less than the Merger Consideration and the price reported in Column 8 represents the difference between the Merger Consideration and the applicable per share exercise price of the Company Stock Options. /s/ Tobin Schilke, as attorney-in-fact 2026-09-01