0001209191-20-018194.txt : 20200311 0001209191-20-018194.hdr.sgml : 20200311 20200311173810 ACCESSION NUMBER: 0001209191-20-018194 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200309 FILED AS OF DATE: 20200311 DATE AS OF CHANGE: 20200311 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Domzalski David CENTRAL INDEX KEY: 0001727794 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36621 FILM NUMBER: 20706413 MAIL ADDRESS: STREET 1: C/O FOAMIX PHARMACEUTICALS LTD. STREET 2: 2 HOLZMAN STREET, WEIZMANN SCIENCE PARK CITY: REHOVOT STATE: L3 ZIP: 76704 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Foamix Pharmaceuticals Ltd. CENTRAL INDEX KEY: 0001606645 STANDARD INDUSTRIAL CLASSIFICATION: MEDICINAL CHEMICALS & BOTANICAL PRODUCTS [2833] IRS NUMBER: 000000000 STATE OF INCORPORATION: L3 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 2 HOLZMAN ST. STREET 2: WEIZMANN SCIENCE PARK CITY: REHOVOT STATE: L3 ZIP: 76704 BUSINESS PHONE: 97289316233 MAIL ADDRESS: STREET 1: 2 HOLZMAN ST. STREET 2: WEIZMANN SCIENCE PARK CITY: REHOVOT STATE: L3 ZIP: 76704 FORMER COMPANY: FORMER CONFORMED NAME: Foamix Ltd. DATE OF NAME CHANGE: 20140428 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2020-03-09 1 0001606645 Foamix Pharmaceuticals Ltd. FOMX 0001727794 Domzalski David C/O FOAMIX PHARMACEUTICALS LTD. 2 HOLTZMAN STREET REHOVOT L3 7670402 ISRAEL 1 1 0 0 CEO Ordinary Shares 2020-03-09 4 D 0 90902 D 233126 D Ordinary Shares 2020-03-09 4 D 0 233126 D 0 D Options 7.984 2020-03-09 4 D 0 18750 D 2024-06-09 Ordinary Shares 18750 0 D Options 7.14 2020-03-09 4 D 0 236810 D 2025-11-10 Ordinary Shares 236810 0 D Options 6.04 2020-03-09 4 D 0 60000 D 2026-03-01 Ordinary Shares 60000 0 D Options 10.218 2020-03-09 4 D 0 71369 D 2027-01-01 Ordinary Shares 71369 0 D Options 5.759 2020-03-09 4 D 0 327720 D 2027-08-08 Ordinary Shares 327720 0 D Options 5.06 2020-03-09 4 D 0 70187 D 2028-02-27 Ordinary Shares 70187 0 D Options 3.77 2020-03-09 4 D 0 170993 D 2029-01-01 Ordinary Shares 170993 0 D Options 4.03 2020-03-09 4 D 0 240912 D 2030-02-24 Ordinary Shares 240912 0 D On March 9, 2020 (the "Closing Date"), pursuant to the Agreement and Plan of Merger, dated as of November 10, 2019, as amended on December 4, 2019 (as amended, the "Merger Agreement"), by and among Menlo Therapeutics Inc., a Delaware corporation ("Menlo"), Foamix Pharmaceuticals Ltd., a company organized under the laws of Israel ("Foamix"), and Giants Merger Subsidiary Ltd., a direct, wholly owned subsidiary of Menlo ("Merger Sub"), Merger Sub merged with and into Foamix, with Foamix surviving as a wholly owned subsidiary of Menlo (the "Merger"). At the effective time of the Merger (the "Effective Time"), each ordinary share, par value NIS 0.16 per share, of Foamix ("Foamix Shares") issued and outstanding immediately prior to the Effective Time was deemed transferred under Israeli law to Menlo in exchange for the right to receive (i) 0.5924 shares (the "Exchange Ratio") of common stock of Menlo ("Menlo Common Stock") and (ii) one contingent stock right (continued in footnote 2) (a "CSR"; and collectively, the "CSRs") which are subject to the terms and conditions of the contingent stock rights agreement, dated as of March 9, 2020, by and between American Stock Transfer & Trust Company, LLC and Menlo (the "CSR Agreement"), as further described in that Current Report on Form 8-K filed by Menlo with the Securities and Exchange Commission on March 9, 2020 (collectively, the "Merger Consideration"). The closing price of a share of Menlo Common Stock on March 6, 2020, the last trading day before the Effective Time, was $4.15. No fractional share of Menlo Common Stock was issued in the Merger, and Foamix shareholders received cash in lieu of fractional shares, as specified in the Merger Agreement. Represents Foamix restricted stock unit awards ("Foamix RSUs") that were outstanding immediately prior to the Effective Time, each of which by its terms represented a contingent right to receive one Foamix Share. Each Foamix RSU was assumed by Menlo and converted into a restricted stock unit award relating to Menlo Common Stock (an "Adjusted RSU Award") and has the same terms and conditions as applied to the Foamix RSU immediately prior to the Effective Time. The Adjusted RSU Award will settle in the number of shares of Menlo Common Stock equal to the product obtained by multiplying (i) the number of Foamix Shares subject to the Foamix RSU immediately prior to the Effective Time by (ii) the Exchange Ratio. If the CSRs become convertible, each person holding a Foamix RSU immediately prior to the Effective Time will get additional Adjusted RSU Awards based on the additional shares of Menlo Common Stock that each ordinary Foamix Share will get upon conversion of a CSR. The Options vested over a period of four years from June 9, 2014 (25% on each anniversary of such date). At the Effective Time, each option to purchase a Foamix Share (a "Foamix Option") was converted into an option to purchase Menlo Common Stock (an "Adjusted Option") with the same terms and conditions as applied to the Foamix Option immediately prior to the Effective Time; however, the Adjusted Option covers a number of shares of Menlo Common Stock equal to the product of (i) the number of Foamix Shares subject to the Foamix Option immediately prior to the Effective Time and (ii) the Exchange Ratio, and has an exercise price per share equal to the quotient of (i) the exercise price per Foamix Share subject to such Foamix Option immediately prior to the Effective Time divided by (ii) the Exchange Ratio. If the CSRs become convertible, then the Menlo board of directors will make equitable adjustments to the exercise price per share of and the number of shares of Menlo Common Stock that are subject to Adjusted Options. The Options vested over a period of four years from November 10, 2015 (25% on the first anniversary of such date and 6.25% every three months thereafter). The ordinary shares underlying this option vest over a period of four years (25% on March 1, 2017 and 6.25% every three months thereafter) ending March 31, 2020. The ordinary shares underlying this option vest over a period of four years (25% on January 1, 2018 and 6.25% every three months thereafter) ending March 31, 2021. The ordinary shares underlying this option vest over a period of four years (25% on August 8, 2018 and 6.25% every three months thereafter) ending September 30, 2021. The ordinary shares underlying this option vest over a period of four years (25% on February 27, 2019 and 6.25% every three months thereafter) ending March 31, 2022. The ordinary shares underlying this option vest over a period of four years (25% on March 31, 2020 and 6.25% every three months thereafter) ending March 31, 2023. The ordinary shares underlying this option vest over a period of four years (25% on March 31, 2021 and 6.25% every three months thereafter) ending March 31, 2024. /s/ Mutya Harsch as attorney-in-fact for David Domzalski 2020-03-11