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 1 ownership.xml 4 X0508 4 2024-06-11 true 0001654151 Deciphera Pharmaceuticals, Inc. NA 0001752827 Martin Daniel C. C/O DECIPHERA PHARMACEUTICALS, INC. 200 SMITH STREET WALTHAM MA 02451 false true false false Chief Commercial Officer false Common Stock 2024-06-11 4 A false 20163 A 75281 D Common Stock 2024-06-11 4 D false 43951 D 31330 D Common Stock 2024-06-11 4 U false 31330 D 0 D Stock Option (Right to Buy) 9.23 2024-06-11 4 D false 62971 D Common Stock 62971 0 D Stock Option (Right to Buy) 8.27 2024-06-11 4 D false 54667 D Common Stock 54667 0 D Stock Option (Right to Buy) 15.48 2024-06-11 4 D false 44600 D Common Stock 44600 0 D Stock Option (Right to Buy) 15.92 2024-06-11 4 D false 38900 D Common Stock 38900 0 D 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