0001209191-21-050039.txt : 20210805
0001209191-21-050039.hdr.sgml : 20210805
20210805180007
ACCESSION NUMBER: 0001209191-21-050039
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: Mamluk Roni
CENTRAL INDEX KEY: 0001647053
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37500
FILM NUMBER: 211149859
MAIL ADDRESS:
STREET 1: CHIASMA, INC.
STREET 2: 60WELLS AVENUE
CITY: NEWTON
STATE: MA
ZIP: 02459
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
0001647053
Mamluk Roni
C/O CHIASMA, INC.
140 KENDRICK STREET, BUILDING C EAST
NEEDHAM
MA
02494
1
0
0
0
Stock Option (Right to Buy)
3.29
2021-08-05
4
D
0
225689
0.00
D
Common Stock
225689
0
D
Stock Option (Right to Buy)
5.57
2021-08-05
4
D
0
213345
0.00
D
Common Stock
213345
0
D
Stock Option (Right to Buy)
9.93
2021-08-05
4
D
0
40000
0.00
D
Common Stock
40000
0
D
Stock Option (Right to Buy)
1.85
2021-08-05
4
D
0
42019
0.00
D
Common Stock
42019
0
D
Stock Option (Right to Buy)
1.35
2021-08-05
4
D
0
26000
0.00
D
Common Stock
26000
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 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
2017-08-05