0001209191-21-050036.txt : 20210805
0001209191-21-050036.hdr.sgml : 20210805
20210805175150
ACCESSION NUMBER: 0001209191-21-050036
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 2
CONFORMED PERIOD OF REPORT: 20210805
FILED AS OF DATE: 20210805
DATE AS OF CHANGE: 20210805
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: STACK DAVID M
CENTRAL INDEX KEY: 0001204788
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37500
FILM NUMBER: 211149829
MAIL ADDRESS:
STREET 1: THE MEDICINES CO
STREET 2: 8 CAMPUS DRIVE
CITY: PARSIPPANY
STATE: NJ
ZIP: 07054
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: CHIASMA, INC
CENTRAL INDEX KEY: 0001339469
STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834]
IRS NUMBER: 000000000
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 140 KENDRICK STREET
STREET 2: BUILDING C EAST
CITY: NEEDHAM
STATE: MA
ZIP: 02494
BUSINESS PHONE: 617-928-5300
MAIL ADDRESS:
STREET 1: 140 KENDRICK STREET
STREET 2: BUILDING C EAST
CITY: NEEDHAM
STATE: MA
ZIP: 02494
FORMER COMPANY:
FORMER CONFORMED NAME: CHIASMA INC
DATE OF NAME CHANGE: 20050922
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2021-08-05
1
0001339469
CHIASMA, INC
CHMA
0001204788
STACK DAVID M
C/O CHIASMA, INC.
140 KENDRICK STREET, BUILDING C EAST
NEEDHAM
MA
02494
1
0
0
0
Common Stock
2021-08-05
4
D
0
25000
D
0
I
See Footnote
Stock Option (Right to Buy)
3.29
2021-08-05
4
D
0
91954
0.00
D
Common Stock
91954
0
D
Stock Option (Right to Buy)
5.57
2021-08-05
4
D
0
72683
0.00
D
Common Stock
72683
0
D
Stock Option (Right to Buy)
3.14
2021-08-05
4
D
0
10000
0.00
D
Common Stock
10000
0
D
Stock Option (Right to Buy)
1.35
2021-08-05
4
D
0
13000
0.00
D
Common Stock
13000
0
D
Stock Option (Right to Buy)
1.45
2021-08-05
4
D
0
13000
0.00
D
Common Stock
13000
0
D
Stock Option (Right to Buy)
7.98
2021-08-05
4
D
0
13000
0.00
D
Common Stock
13000
0
D
Stock Option (Right to Buy)
5.81
2021-08-05
4
D
0
13000
0.00
D
Common Stock
13000
0
D
This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement") dated as of May 4, 2021, by and among Chiasma, Inc. (the "Company), Amryt Pharma plc ("Parent"), and Acorn Merger Sub, Inc., an indirect wholly-owned subsidiary of Parent ("Merger Sub") pursuant to which Merger Sub merged with and into the Company (the "Merger") with the Company surviving as an indirect wholly owned subsidiary of Parent effective as of August [5], 2021 (the "Effective Time").
At the Effective Time, each share of common stock of the Company (each, a "Share") (excluding any Shares held in the treasury of the Company or owned, directly or indirectly, by Parent or Merger Sub immediately prior to the Effective Time) was cancelled and converted into the right to receive 0.396 (the "Exchange Ratio") American Depositary Shares of Parent ("Parent ADS") representing five ordinary shares of Parent.
Shares held by Three Colleens Investment LLC, a limited liability company jointly owned and managed by the Reporting Person and his spouse. This Form 4 shall not be deemed an admission of beneficial ownership of these shares by the Reporting Person except to the extent of his pecuniary interest therein.
At the Effective Time, each option to purchase Shares (each, a "Company Option") that was outstanding and unexercised prior to the Effective Time, whether or not vested, by virtue of the Merger, ceased to represent a right to acquire Shares and was converted into the option to purchase Parent ADSs (each an "Assumed Stock Option"). The number of Parent ADSs shall be equal to (i) number of Shares subject to each Company Option immediately prior to the Effective Time multiplied by (ii) Exchange Ratio, rounded down, if necessary, to the nearest whole number of Parent ADSs, and such Assumed Stock Option shall have an exercise price per Parent ADS (rounded up to the nearest cent) equal to (a) the exercise price per Share otherwise purchasable pursuant to such Company Option divided by (b) the Exchange Ratio.
/s/ Lee G. Giguere, Attorney-in-Fact
2021-08-05
EX-24.4_1002455
2
poa.txt
POA DOCUMENT
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby constitutes and
appoints each of Raj Kannan, John Doyle, Lee Giguere and Drew Enamait, signing
singly, the undersigneds true and lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned, in the undersigneds capacity
as an officer and/or director of Chiasma, Inc. (the Company), Forms 3, 4 and 5
and amendments thereto in accordance with Section 16(a) of the Securities
Exchange Act of 1934, as amended, and the rules thereunder;
(2) do and perform any and all acts for and on behalf of the undersigned which
may be necessary or desirable to complete and execute any such Form 3, 4 or 5
and amendments thereto and timely file such form with the United States
Securities and Exchange Commission and any stock exchange or similar authority;
and
(3) take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit to,
in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may approve in such
attorney-in-facts discretion.
The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-facts substitute or substitutes, shall lawfully do or cause to be
done by virtue of this Power of Attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming,
nor is the Company assuming, any of the undersigneds responsibilities to comply
with Section 16 of the Securities Exchange Act of 1934, as amended. The
undersigned hereby agrees to indemnify the attorney-in-fact and the Company from
and against any demand, damage, loss, cost or expense arising from any false or
misleading information provided by the undersigned to the attorney-in-fact.
This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4 and 5 with respect to the
undersigneds holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact. This Power of Attorney may be filed with the
United States Securities and Exchange Commission as a confirming statement of
the authority granted herein. This Power of Attorney supersedes any prior power
of attorney in connection with the undersigneds capacity as an officer and/or
director of the Company. This Power of Attorney shall expire as to any
individual attorney-in-fact if such attorney-in-fact ceases to be an executive
officer of the Company.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of February 5, 2021.
/s/ David Stack
David Stack