0001140361-24-013922.txt : 20240318
0001140361-24-013922.hdr.sgml : 20240318
20240318163029
ACCESSION NUMBER: 0001140361-24-013922
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: Brannan Stephen K.
CENTRAL INDEX KEY: 0001777631
ORGANIZATION NAME:
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38958
FILM NUMBER: 24759466
MAIL ADDRESS:
STREET 1: C/O KARUNA THERAPEUTICS, INC.
STREET 2: 33 ARCH STREET, SUITE 3110
CITY: BOSTON
STATE: MA
ZIP: 02110
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
0001777631
Brannan Stephen K.
C/O KARUNA THERAPEUTICS, INC.
99 HIGH STREET, 26TH FLOOR
BOSTON
MA
02110
true
Chief Medical Officer
false
Common Stock
2024-03-18
4
D
0
36117
330
D
6487
D
Common Stock
2024-03-18
4
D
0
6487
330
D
0
D
Restricted Stock Units
2024-03-18
4
D
0
10306
330
D
Common Stock
10306
0
D
Option (right to buy)
5.45
2024-03-18
4
D
0
4677
324.55
D
2027-06-01
Common Stock
4677
0
D
Option (right to buy)
9.2
2024-03-18
4
D
0
6362
320.8
D
2029-03-20
Common Stock
6362
0
D
Option (right to buy)
99.72
2024-03-18
4
D
0
50000
230.28
D
2030-02-13
Common Stock
50000
0
D
Option (right to buy)
131.64
2024-03-18
4
D
0
12837
198.36
D
2031-02-22
Common Stock
12837
0
D
Option (right to buy)
111.97
2024-03-18
4
D
0
37813
218.03
D
2032-02-16
Common Stock
37813
0
D
Option (right to buy)
187.26
2024-03-18
4
D
0
17350
142.74
D
2033-02-08
Common Stock
17350
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.
Represents RSUs granted on February 13, 2024 (the "2024 RSUs"), each representing a contingent right to receive one share of Common Stock, provided that, at the effective time of the Merger, any 2024 RSUs that were not vested and remained outstanding as of such date were cancelled and converted into the right to receive a cash payment equal to the product of (i) the number of unvested 2024 RSUs outstanding at the effective time of the Merger multiplied by (ii) the Merger Consideration (the "Cash Award"). The Cash Award shall vest annually in four equal installments on each of February 13, 2025, February 13, 2026, February 13, 2027 and February 13, 2028, subject to the reporting person's continued service through each such vesting date.
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.
Original grant of 51,350 Options. These Options vested as to 25% on February 23, 2022, with the remaining Options to vest in twelve equal three-month installments over the following three years, subject to continued service through such dates.
Original grant of 54,300 Options. These Options vested as to 25% on February 16, 2023, with the remaining Options to vest in twelve equal three-month installments over the following three years, subject to continued service through such dates.
These Options vested as to 25% on February 9, 2024, with the remaining Options to vest in twelve equal three-month installments over the following three years, subject to continued service through such dates.
/s/ Jason Brown, Attorney-in-Fact
2024-03-18