SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Miller Andrew Craig

(Last)

(First)

(Middle)

C/O KARUNA THERAPEUTICS, INC.

99 HIGH STREET, 26TH FLOOR

(Street)

BOSTON

02110

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Karuna Therapeutics, Inc. [ KRTX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President of R&D

3. Date of Earliest Transaction (Month/Day/Year)
03/18/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/18/2024		D⁽¹⁾⁽²⁾		13,977	D	$330⁽¹⁾⁽²⁾	9,412	D
Common Stock	03/18/2024		D⁽¹⁾⁽³⁾		9,412⁽³⁾	D	$330⁽¹⁾⁽³⁾	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽⁴⁾	03/18/2024		D⁽¹⁾⁽⁴⁾			15,855	⁽⁴⁾	⁽⁴⁾	Common Stock	15,855	$330⁽¹⁾⁽⁴⁾	0	D
Option (right to buy)	$2.92	03/18/2024		D⁽¹⁾⁽⁵⁾			47,817	⁽⁶⁾	10/11/2026	Common Stock	47,817	$327.08⁽⁵⁾	0	D
Option (right to buy)	$7.27	03/18/2024		D⁽¹⁾⁽⁵⁾			11,578	⁽⁶⁾	08/08/2028	Common Stock	11,578	$322.73⁽⁵⁾	0	D
Option (right to buy)	$9.2	03/18/2024		D⁽¹⁾⁽⁵⁾			231,992	⁽⁶⁾	03/20/2029	Common Stock	231,992	$320.8⁽⁵⁾	0	D
Option (right to buy)	$99.72	03/18/2024		D⁽¹⁾⁽⁵⁾			70,000	⁽⁶⁾	02/13/2030	Common Stock	70,000	$230.28⁽⁵⁾	0	D
Option (right to buy)	$131.64	03/18/2024		D⁽¹⁾⁽⁵⁾			66,900	⁽⁷⁾	02/22/2031	Common Stock	66,900	$198.36⁽⁵⁾	0	D
Option (right to buy)	$111.97	03/18/2024		D⁽¹⁾⁽⁵⁾			73,250	⁽⁸⁾	02/16/2032	Common Stock	73,250	$218.03⁽⁵⁾	0	D
Option (right to buy)	$187.26	03/18/2024		D⁽¹⁾⁽⁵⁾			25,100	⁽⁹⁾	02/08/2033	Common Stock	25,100	$142.74⁽⁵⁾	0	D

Explanation of Responses:

1. On March 18, 2024, Bristol-Myers Squibb Company ("Bristol-Myers") acquired Karuna Therapeutics, Inc. (the "Issuer") pursuant to a certain Agreement and Plan of Merger, dated as of December 22, 2023 (the "Merger Agreement"), by and among the Issuer, Bristol-Myers and Miramar Merger Sub Inc., a wholly owned subsidiary of Bristol-Myers ("Merger Sub"). In accordance with the Merger Agreement, Merger Sub merged with and into the Issuer (the "Merger") with the Issuer surviving the Merger as a wholly owned subsidiary of Bristol-Myers.

2. At the effective time of the Merger, each issued and outstanding share of the Issuer's common stock, $0.0001 par value per share (the "Common Stock") (other than certain excluded shares of Common Stock) automatically converted into the right to receive $330.00 per share in cash (the "Merger Consideration"), without interest and subject to applicable withholding tax.

3. Represents restricted stock units ("RSUs"), each representing a contingent right to receive one share of Common Stock. Pursuant to the Merger Agreement, each outstanding RSU, whether granted under an Issuer stock plan or otherwise, automatically vested (to the extent not previously vested), was cancelled and entitled the holder to receive a one-time lump sum payment in an amount in cash, without interest and subject to deduction for any required tax withholding, equal to (i) the total number of shares of Common Stock subject to such RSU immediately prior to the effective time of the Merger, multiplied by (ii) the Merger Consideration.

4. Represents RSUs granted on February 13, 2024 (the "2024 RSUs"), each representing a contingent right to receive one share of Common Stock, provided that, at the effective time of the Merger, any 2024 RSUs that were not vested and remained outstanding as of such date were cancelled and converted into the right to receive a cash payment equal to the product of (i) the number of unvested 2024 RSUs outstanding at the effective time of the Merger multiplied by (ii) the Merger Consideration (the "Cash Award"). The Cash Award shall vest annually in four equal installments on each of February 13, 2025, February 13, 2026, February 13, 2027 and February 13, 2028, subject to the reporting person's continued service through each such vesting date.

5. Pursuant to the Merger Agreement, outstanding and unexercised options to purchase shares of Common Stock (the "Options"), whether granted under an Issuer stock plan or otherwise, automatically vested (to the extent not previously vested), were cancelled and entitled the holder to receive a one-time lump sum payment in an amount in cash, without interest and subject to deduction for any required tax withholding, equal to (i) the total number of shares of Common Stock subject to such Option multiplied by (ii) the excess, if any, of the Merger Consideration over the exercise price per share of Common Stock under such Option.

6. These Options are fully vested.

7. These Options vested as to 25% on February 23, 2022, with the remaining Options to vest in twelve equal three-month installments over the following three years, subject to continued service through such dates.

8. These Options vested as to 25% on February 16, 2023, with the remaining Options to vest in twelve equal three-month installments over the following three years, subject to continued service through such dates.

9. These Options vested as to 25% on February 9, 2024, with the remaining Options to vest in twelve equal three-month installments over the following three years, subject to continued service through such dates.

	/s/ Jason Brown, Attorney-in-Fact	03/18/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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