0000899243-19-018430.txt : 20190627 0000899243-19-018430.hdr.sgml : 20190627 20190627171617 ACCESSION NUMBER: 0000899243-19-018430 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20190627 FILED AS OF DATE: 20190627 DATE AS OF CHANGE: 20190627 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: PAUL STEVEN M CENTRAL INDEX KEY: 0001237564 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38958 FILM NUMBER: 19926297 MAIL ADDRESS: STREET 1: C/O ELI LITTY & CO STREET 2: LIIY CORPORATE CENTER DC 1093 CITY: INDIANAPOLIS STATE: IN ZIP: 46285 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Karuna Therapeutics, Inc. CENTRAL INDEX KEY: 0001771917 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 270605902 BUSINESS ADDRESS: STREET 1: 33 ARCH STREET STREET 2: SUITE 3110 CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: 857-449-2244 MAIL ADDRESS: STREET 1: 33 ARCH STREET STREET 2: SUITE 3110 CITY: BOSTON STATE: MA ZIP: 02110 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2019-06-27 0 0001771917 Karuna Therapeutics, Inc. KRTX 0001237564 PAUL STEVEN M C/O KARUNA THERAPEUTICS, INC. 33 ARCH STREET, SUITE 3110 BOSTON MA 02110 1 1 0 0 President & CEO Stock Option (Right to Buy) 0.11 2021-03-04 Common Stock 292207 D Stock Option (Right to Buy) 7.04 2028-04-30 Common Stock 64466 D Stock Option (Right to Buy) 7.04 2028-04-30 Common Stock 71628 D Stock Option (Right to Buy) 7.27 2028-08-09 Common Stock 784555 D Stock Option (Right to Buy) 9.20 2029-03-21 Common Stock 449463 D Stock Option (Right to Buy) 9.20 2029-03-29 Common Stock 87494 D Stock Option (Right to Buy) 9.20 2029-04-08 Common Stock 15205 D Series A Preferred Stock Common Stock 96485 D This option is fully vested and exercisable as of the date hereof. This option shall vest and become exercisable in six equal semi-annual installments on each six month anniversary of February 28, 2018. This option (the "Initial Option Grant") shall vest and become exercisable in thirty monthly installments on each one month anniversary of June 15, 2018. An additional 274,594 shares vested upon closing of the Series B financing by Karuna Therapeutic, Inc. (the "Company") in March 2019. Upon the closing of the Company's initial public offering, an additional 50% of those shares that remain unvested will vest and become exercisable. Vests concurrently with the Initial Option Grant, as described in footnote 3. At time of each grant, 65% of the shares underlying the grant were vested, with the remaining vesting concurrently with the Initial Option Grant. The Series A Preferred Stock is convertible on a 1.2987-for-one basis into the number of shares of Common Stock shown in Column 3. Upon the closing of the Issuer's initial public offering, all shares of Series A Preferred Stock will convert into shares of Common Stock of the Issuer. The Series A Preferred Stock has no expiration date. Exhibit 24 - Power of Attorney /s/ Steven Paul 2019-06-27 EX-24 2 attachment1.htm EX-24 DOCUMENT

                               POWER OF ATTORNEY

    Know all by these presents, that the undersigned hereby constitutes and
appoints each of Troy Ignelzi and Jason Brown, signing singly, the undersigned's
true and lawful attorney-in-fact to:

    (1)  execute for and on behalf of the undersigned, in the undersigned's
         capacity as an officer and/or director of Karuna Therapeutics, Inc.
         (the "Company"), (i) Form ID, including any attached documents, to
         effect the assignment of codes to the undersigned to be used in the
         transmission of information to the United States Securities and
         Exchange Commission using the EDGAR System, (ii) Forms 3, 4 and 5,
         (iii) Schedule 13D, (iv) Schedule 13G and (v) amendments of each
         thereof, 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, Schedule 13D. Schedule 13G or any 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-
         fact's 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-fact's 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 undersigned's responsibilities to comply
with Section 16 or Regulation 13D-G 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
undersigned's 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 undersigned's 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 this 27th day of June, 2019.

/s/ Steven Paul, M.D.
-----------------------------
 Name: Steven Paul, M.D.