0000899243-22-028874.txt : 20220816 0000899243-22-028874.hdr.sgml : 20220816 20220816190225 ACCESSION NUMBER: 0000899243-22-028874 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220812 FILED AS OF DATE: 20220816 DATE AS OF CHANGE: 20220816 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GOLDFISCHER CARL CENTRAL INDEX KEY: 0001110780 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35945 FILM NUMBER: 221171675 MAIL ADDRESS: STREET 1: 161 WEST 61ST STREET CITY: NEW YORK STATE: NY ZIP: 10022 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Epizyme, Inc. CENTRAL INDEX KEY: 0001571498 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 261349956 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 400 TECHNOLOGY SQUARE STREET 2: 4TH FLOOR CITY: CAMBRIDGE STATE: MA ZIP: 02139 BUSINESS PHONE: 617-229-5872 MAIL ADDRESS: STREET 1: 400 TECHNOLOGY SQUARE STREET 2: 4TH FLOOR CITY: CAMBRIDGE STATE: MA ZIP: 02139 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2022-08-12 1 0001571498 Epizyme, Inc. EPZM 0001110780 GOLDFISCHER CARL 2775 SILVER FOX LANE JACKSON WY 83001 1 0 0 0 Common Stock, par value $0.0001 2022-08-12 4 D 0 13060 D 8994 D Common Stock, par value $0.0001 2022-08-12 4 D 0 8994 D 0 D Common Stock, par value $0.0001 2022-08-12 4 D 0 3380951 D 0 I See Footnote Reflects disposition of shares of common stock of the Issuer ("Shares") in connection with that certain Agreement and Plan of Merger (the "Merger Agreement"), by and among the Issuer, Ipsen Pharma SAS and Hibernia Merger Sub, Inc. ("Merger Sub"), dated as of June 27, 2022, including the completion of a tender offer to purchase all outstanding Shares of the Issuer, at a price per Share of (i) $1.45 per Share (the "Cash Consideration"), plus (ii) one (1) contractual contingent value right per Share ("CVR"), which represents the right to receive one or more contingent payments upon the achievement of certain milestones, if any (collectively, the "Offer Price"), and the consummation of the merger (the "Merger") between the Issuer and Merger Sub on August 12, 2022. As of the effective time of the Merger (the "Effective Time"), each Share held by the Reporting Person was converted into the Offer Price. Reflects disposition of restricted stock units ("RSUs") in accordance with the Merger Agreement, pursuant to which, effective immediately prior to the Effective Time, each unvested RSU held by the Reporting Person automatically vested in full and was canceled and converted into the right to receive (i) an amount of cash equal to the product of (A) the total number of Shares then underlying such RSU multiplied by (B) the Cash Consideration and (ii) one (1) CVR for each Share underlying such RSU, in each case, less applicable withholding. Represents shares of common stock held by entities affiliated with Bay City Capital, LLC including Bay City Capital Fund V, L.P. and Bay City Capital Fund V Co-Investment Fund, L.P. Bay City Capital Management V LLC ("GP V") is the general partner of Bay City Capital Fund V, L.P. and Bay City Capital Fund V Co-Investment Fund, L.P. (collectively, "BCC V"). Bay City Capital, LLC ("BCC LLC") is the manager of GP V. The Reporting Person is an investment partner and managing director of BCC LLC and shares voting and dispositive power with respect to shares held by BCC V. The Reporting Person disclaims beneficial ownership of these shares, except to the extent of any pecuniary interest therein. /s/ John Weidenbruch, attorney-in-fact 2022-08-16