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