0000950170-24-072209.txt : 20240611
0000950170-24-072209.hdr.sgml : 20240611
20240611203951
ACCESSION NUMBER: 0000950170-24-072209
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20240611
FILED AS OF DATE: 20240611
DATE AS OF CHANGE: 20240611
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Martin Daniel C.
CENTRAL INDEX KEY: 0001752827
ORGANIZATION NAME:
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38219
FILM NUMBER: 241037306
MAIL ADDRESS:
STREET 1: C/O DECIPHERA PHARMACEUTICALS, INC.
STREET 2: 200 SMITH STREET
CITY: WALTHAM
STATE: MA
ZIP: 02451
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Deciphera Pharmaceuticals, Inc.
CENTRAL INDEX KEY: 0001654151
STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834]
ORGANIZATION NAME: 03 Life Sciences
IRS NUMBER: 200299725
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 200 SMITH STREET
CITY: WALTHAM
STATE: MA
ZIP: 02451
BUSINESS PHONE: 781-209-6400
MAIL ADDRESS:
STREET 1: 200 SMITH STREET
CITY: WALTHAM
STATE: MA
ZIP: 02451
FORMER COMPANY:
FORMER CONFORMED NAME: Deciphera Pharmaceuticals, LLC
DATE OF NAME CHANGE: 20150928
4
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ownership.xml
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2024-06-11
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0001654151
Deciphera Pharmaceuticals, Inc.
NA
0001752827
Martin Daniel C.
C/O DECIPHERA PHARMACEUTICALS, INC.
200 SMITH STREET
WALTHAM
MA
02451
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true
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Chief Commercial Officer
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Common Stock
2024-06-11
4
A
false
20163
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75281
D
Common Stock
2024-06-11
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D
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43951
D
31330
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Common Stock
2024-06-11
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U
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31330
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0
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Stock Option (Right to Buy)
9.23
2024-06-11
4
D
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62971
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Common Stock
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Stock Option (Right to Buy)
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4
D
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54667
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Common Stock
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0
D
Stock Option (Right to Buy)
15.48
2024-06-11
4
D
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44600
D
Common Stock
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0
D
Stock Option (Right to Buy)
15.92
2024-06-11
4
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38900
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Common Stock
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Represents restricted stock units ("RSUs") previously granted to the Reporting Person subject to performance-based vesting conditions, for which the performance conditions associated with such RSUs had not yet occurred.
This Form 4 reports securities disposed pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of April 29, 2024, by and among the Issuer, Ono Pharmaceutical Co., Ltd. ("Parent"), and Topaz Merger Sub, Inc., a wholly owned subsidiary of Parent ("Merger Sub"). Pursuant to the Merger Agreement, Merger Sub completed a cash tender offer to acquire all of the issued and outstanding shares of common stock of the Issuer, par value $0.01 per share (the "Common Stock") for a price per share of $25.60, without interest and subject to tax withholding (the "Merger Consideration"). Effective as of June 11, 2024 (the "Effective Time"), Merger Sub merged with and into the Issuer, with the Issuer continuing as the surviving corporation in the Merger and as a wholly owned subsidiary of Parent.
Pursuant to the terms of the Merger Agreement, immediately prior to the Effective Time, each outstanding RSU (whether vested or unvested) was deemed to have vested, and was cancelled and automatically converted into the right to receive an amount in cash equal to the Merger Consideration.
Pursuant to the terms of the Merger Agreement, at the Effective Time, each share of Common Stock held by the Reporting Person was tendered in exchange for the Merger Consideration, without interest and subject to tax withholding.
Pursuant to the terms of the Merger Agreement, immediately prior to the Effective Time, each outstanding stock option of the Issuer having an exercise price per share that is less than the Merger Consideration became fully vested, and was cancelled and automatically converted into the right to receive an amount in cash equal to (A) the number of shares underlying such option multiplied by (B) the Merger Consideration.
/s/ Jeffrey M. Held, Attorney-in-Fact
2024-06-11