0001140361-24-013925.txt : 20240318 0001140361-24-013925.hdr.sgml : 20240318 20240318163054 ACCESSION NUMBER: 0001140361-24-013925 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: HEALY JAMES CENTRAL INDEX KEY: 0001245624 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38958 FILM NUMBER: 24759491 MAIL ADDRESS: STREET 1: 3000 SAND HILL ROAD, 4-250 CITY: MENLO PARK STATE: CA ZIP: 94025 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 0001245624 HEALY JAMES 117 DORADO BEACH EAST DORADO PR 00646 PUERTO RICO true false Common Stock 2024-03-18 4 D 0 32500 330 D 990 D Common Stock 2024-03-18 4 D 0 990 330 D 0 D Common Stock 2024-03-18 4 D 0 683 330 D 0 I By Sofinnova Synergy Master Fund, LP Common Stock 2024-03-18 4 D 0 1372441 330 D 0 I By Sofinnova Venture Partners X, LP Common Stock 2024-03-18 4 D 0 8025 330 D 0 I By Sofinnova Management X, L.P. Option (right to buy) 97.59 2024-03-18 4 D 0 12500 232.41 D 2030-06-04 Common Stock 12500 0 D Option (right to buy) 128.01 2024-03-18 4 D 0 8500 201.99 D 2031-06-15 Common Stock 8500 0 D Option (right to buy) 102.96 2024-03-18 4 D 0 5000 227.04 D 2032-06-14 Common Stock 5000 0 D Option (right to buy) 237.7 2024-03-18 4 D 0 1904 92.3 D 2033-06-19 Common Stock 1904 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. All shares held by Sofinnova Synergy Master Fund, LP (the "Fund"). Sofinnova Synergy Fund GP, LLC (the "GP"), the general partner of the Fund, may be deemed to have sole voting and dispositive power over these shares, and Dr. James I. Healy and Dr. Eric Delbridge, the managing members of the GP, may be deemed to have shared power to vote and dispose of these shares. Such entities and individuals disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein. All shares held by Sofinnova Venture Partners X, LP ("SVP X"). Sofinnova Management X, L.P. ("SM X LP"), the general partner of SVP X, may be deemed to have sole voting and dispositive power over these shares, and Sofinnova Management X-A, L.L.C. ("SM X LLC"), the general partner of SM X LP, may be deemed to have sole voting and dispositive power over these shares. Dr. James I. Healy and Dr. Maha Katabi, the managing members of SM X LLC, may be deemed to have shared power to vote and dispose of these shares. Such entities and individuals disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein. All shares held by SM X LP. SM X LLC, the general partner of SM X LP, may be deemed to have sole voting and dispositive power over these shares. Dr. James I. Healy and Dr. Maha Katabi, the managing members of SM X LLC, may be deemed to have shared power to vote and dispose of these shares. Such entities and individuals disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein. 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. These Options originally provided for vesting upon the earlier of (i) June 20, 2024, and (ii) the 2024 annual meeting of the Issuer's stockholders, subject to continued service through such date. /s/ Jason Brown, Attorney-in-Fact 2024-03-18