0001209191-21-050025.txt : 20210805
0001209191-21-050025.hdr.sgml : 20210805
20210805173721
ACCESSION NUMBER: 0001209191-21-050025
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20210805
FILED AS OF DATE: 20210805
DATE AS OF CHANGE: 20210805
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: KANNAN RAJ
CENTRAL INDEX KEY: 0001778539
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37500
FILM NUMBER: 211149760
MAIL ADDRESS:
STREET 1: C/O CHIASMA, INC. 460 TOTTEN POND RD
STREET 2: SUITE 530
CITY: WALTHAM
STATE: MA
ZIP: 02451
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
0001778539
KANNAN RAJ
C/O CHIASMA, INC.
140 KENDRICK STREET BUILDING C EAST
NEEDHAM
MA
02494
1
1
0
0
CEO and President
Common Stock
2021-08-05
4
D
0
137095
D
0
D
Stock Option (Right to Buy)
8.08
2021-08-05
4
D
0
950000
0.00
D
Common Stock
950000
0
D
Stock Option (Right to Buy)
4.57
2021-08-05
4
D
0
250000
0.00
D
Common Stock
250000
0
D
Stock Option (Right to Buy)
4.55
2021-08-05
4
D
0
300000
0.00
D
Common Stock
300000
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 issued and outstanding 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.
At the Effective Time, each option to purchase Shares (each, a "Company Option")that was outstanding and unexercised, immediately prior to the Effective Time, whether or not vested shall, by virtue of the Merger Agreement, ceased to represent a right to acquire Shares, was assumed by Parent and automatically converted into the option to purchase Parent ADSs (each an "Assumed Stock Option") shall be equal to (i) the number of Shares subject to each Company Option immediately prior to the Effective Time multiplied by (ii) the 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