0001628280-26-059883.txt : 20260901 0001628280-26-059883.hdr.sgml : 20260901 20260901165324 ACCESSION NUMBER: 0001628280-26-059883 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: Schilke Tobin CENTRAL INDEX KEY: 0001678984 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38583 FILM NUMBER: 261351558 MAIL ADDRESS: STREET 1: 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_1788296002.xml FORM 4 X0609 4 2026-09-01 1 0001658247 Crinetics Pharmaceuticals, Inc. CRNX 0001678984 Schilke Tobin false C/O CRINETICS PHARMACEUTICALS, INC. 6055 LUSK BOULEVARD SAN DIEGO CA 92121 0 1 0 0 Chief Financial & Infra. Ofcr. 0 Common Stock 2026-09-01 4 D 0 7956 85 D 71471 D Common Stock 2026-09-01 4 D 0 71471 85 D 0 D Stock Option (Right to Buy) 33.75 2026-09-01 4 D 0 80000 51.25 D 2035-03-09 Common Stock 80000 0 D Stock Option (Right to Buy) 43.79 2026-09-01 4 D 0 50000 41.21 D 2036-02-23 Common Stock 50000 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 2026-09-01