0001140361-24-013923.txt : 20240318 0001140361-24-013923.hdr.sgml : 20240318 20240318163042 ACCESSION NUMBER: 0001140361-24-013923 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: Brown Jason Parker CENTRAL INDEX KEY: 0001993170 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38958 FILM NUMBER: 24759479 MAIL ADDRESS: STREET 1: KARUNA THERAPEUTICS, INC. STREET 2: 99 HIGH STREET, 26TH FLOOR 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 0001993170 Brown Jason Parker C/O KARUNA THERAPEUTICS, INC. 99 HIGH STREET, 26TH FLOOR BOSTON MA 02110 true Chief Financial Officer false Common Stock 2024-03-18 4 D 0 14009 330 D 7158 D Common Stock 2024-03-18 4 D 0 7158 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) 99.72 2024-03-18 4 D 0 3281 230.28 D 2030-02-13 Common Stock 3281 0 D Option (right to buy) 131.64 2024-03-18 4 D 0 6562 198.36 D 2031-02-22 Common Stock 6562 0 D Option (right to buy) 111.97 2024-03-18 4 D 0 10312 218.03 D 2032-02-16 Common Stock 10312 0 D Option (right to buy) 191.79 2024-03-18 4 D 0 7100 138.21 D 2033-02-12 Common Stock 7100 0 D Option (right to buy) 169.09 2024-03-18 4 D 0 7696 160.91 D 2033-09-28 Common Stock 7696 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 15,000 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 vesting dates. Original grant of 15,000 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 vesting dates. These Options vested as to 25% on February 13, 2024, with the remaining Options to vest in twelve equal three-month installments over the following three years, subject to continued service through such vesting dates. These Options vest as to 25% on September 29, 2024, with the remaining Options to vest in twelve equal three-month installments over the following three years, subject to continued service through such vesting dates. /s/ Jason Brown 2024-03-18