0001415889-24-021756.txt : 20240820 0001415889-24-021756.hdr.sgml : 20240820 20240820190522 ACCESSION NUMBER: 0001415889-24-021756 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240816 FILED AS OF DATE: 20240820 DATE AS OF CHANGE: 20240820 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Christensen Gustav CENTRAL INDEX KEY: 0001397709 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38940 FILM NUMBER: 241226790 MAIL ADDRESS: STREET 1: DYAX CORP. STREET 2: 300 TECHNOLOGY SQUARE CITY: CAMBRIDGE STATE: MA ZIP: 02139 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Morphic Holding, Inc. CENTRAL INDEX KEY: 0001679363 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] ORGANIZATION NAME: 03 Life Sciences IRS NUMBER: 473878772 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 35 GATEHOUSE DRIVE A2 CITY: WALTHAM STATE: MA ZIP: 02451 BUSINESS PHONE: (781) 996-0955 MAIL ADDRESS: STREET 1: 35 GATEHOUSE DRIVE A2 CITY: WALTHAM STATE: MA ZIP: 02451 FORMER COMPANY: FORMER CONFORMED NAME: Morphic Holding, LLC DATE OF NAME CHANGE: 20160712 4 1 form4-08202024_110820.xml X0508 4 2024-08-16 1 0001679363 Morphic Holding, Inc. MORF 0001397709 Christensen Gustav C/O MORPHIC HOLDING, INC. 35 GATEHOUSE DRIVE, A2 WALTHAM MA 02451 true false false false 0 Common Stock 2024-08-16 4 D 0 100517 D 0 D Stock Option (Right to Buy) 15 2024-08-16 4 D 0 24000 D 2029-06-26 Common Stock 24000 0 D Stock Option (Right to Buy) 22.96 2024-08-16 4 D 0 12000 D 2030-06-18 Common Stock 12000 0 D Stock Option (Right to Buy) 64.79 2024-08-16 4 D 0 9150 D 2031-06-16 Common Stock 9150 0 D Stock Option (Right to Buy) 24.49 2024-08-16 4 D 0 17550 D 2032-06-08 Common Stock 17550 0 D Stock Option (Right to Buy) 56.47 2024-08-16 4 D 0 12535 D 2033-05-31 Common Stock 12535 0 D Stock Option (Right to Buy) 30.52 2024-08-16 4 D 0 23168 D 2034-06-03 Common Stock 23168 0 D On July 7, 2024, Morphic Holding, Inc., a Delaware corporation (the "Issuer" or the "Company"), entered into an Agreement and Plan of Merger (the "Merger Agreement") with Eli Lilly and Company, an Indiana corporation (the "Parent"), and Rainier Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of the Parent ("Merger Sub"). Pursuant to the Merger Agreement, the Merger Sub merged with and into the Company (the "Merger") with the Company surviving the Merger as a wholly owned subsidiary of the Parent. (Continued from Footnote 1) Upon the closing (the "Closing") of the Merger on August 16, 2024, each share of the Company's Common Stock, par value $0.0001 per share ("Common Stock"), was either (x) purchased by Purchaser for $57.00 per share (the "Offer Price"), without interest, less any applicable tax withholding or (y) automatically converted into the right to receive the Offer Price in cash without interest, less any applicable tax withholding. The Company Stock Option ("Option") is fully vested. Pursuant to the Merger Agreement, each Option that was outstanding but not vested as of immediately prior to the Closing (the "Unvested Option") became fully vested and exercisable (the "Vested Option"). Each Vested Option was automatically cancelled and converted into the right to receive an amount in cash without interest, less any applicable tax withholding, equal to the product obtained by multiplying (i) the excess, if any, of the Offer Price over the exercise price per share of Common Stock underlying such Option by (ii) the number of shares of Common Stock underlying such Option. If the exercise price per share of Common Stock of the underlying Option was equal to or greater than the Offer Price, such Option was cancelled without any cash payment or other consideration being made in respect thereof. The Option will vest in full on the earlier of (a) June 04, 2025 and (b) the next annual meeting of the issuer's stockholders, subject to the reporting person's provision of service to the issuer on the vesting date. /s/ Robert Farrell, Attorney-in-Fact for Gustav Christensen 2024-08-20