| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| holding | EPZM | Common Stock | 31.8M | May 17, 2022 | See footnotes | F1, F2, F3 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | EPZM | Stock Option (Right to Buy) | Award | $23K | +41K | $0.56 | 41K | May 17, 2022 | Common Stock | 41K | $0.56 | Direct | F5, F6, F8 | |
| transaction | EPZM | Restricted Stock Units | Award | $0 | +8.99K | $0.00 | 8.99K | May 17, 2022 | Common Stock | 8.99K | $0.00 | Direct | F5, F6, F10 | |
| holding | EPZM | Stock Option (Right to Buy) | 34.4K | May 17, 2022 | Common Stock | 34.4K | $13.51 | Direct | F4, F5, F6 | |||||
| holding | EPZM | Stock Option (Right to Buy) | 14.1K | May 17, 2022 | Common Stock | 14.1K | $17.55 | Direct | F5, F6 | |||||
| holding | EPZM | Stock Option (Right to Buy) | 40.6K | May 17, 2022 | Common Stock | 40.6K | $8.53 | Direct | F5, F6, F7 | |||||
| holding | EPZM | Restricted Stock Units | 8.06K | May 17, 2022 | Common Stock | 8.06K | $0.00 | Direct | F5, F6, F9 |
| Id | Content |
|---|---|
| F1 | Represents (a) (i) 6,666,667 shares of the Issuer's common stock and (ii) 2,500,000 shares of the Issuer's common stock, in each case acquired by RPI Finance Trust ("RPIFT") pursuant to that certain Purchase Agreement, dated November 4, 2019, by and between the Issuer and RPIFT and (b) 22,666,667 shares of common stock acquired by Royalty Pharma Investments 2019 ICAV ("RPI 2019 ICAV") from the underwriter in an underwritten public offering conducted by the Issuer that closed on January 31, 2022. |
| F2 | This Form 4 is being jointly filed by RP Management, LLC ("RP Management"), RPIFT, and Pablo G. Legorreta (collectively, the "Reporting Persons"). RP Management, as the manager of RPIFT and RPI 2019 ICAV, and Mr. Legorreta, as the manager of RP Management, may be deemed to have beneficial ownership under Section 13 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") of the securities beneficially owned by RPIFT and RPI 2019 ICAV. RP Management and Mr. Legorreta disclaim beneficial ownership of the securities indicated except to the extent of their pecuniary interest therein, and the reporting herein of such securities shall not be construed as an admission that RP Management and/or Mr. Legorreta are the beneficial owners thereof for purposes of Section 16 of the Exchange Act or for any other purpose. Mr. Legorreta serves on the board of directors of the Issuer as a representative of RPIFT and RPI 2019 ICAV. |
| F3 | (Continued from Footnote 2) Each of RPIFT, RPI 2019 ICAV and RP Management, LLC may be deemed to be a director by deputization of the Issuer for purposes of Section 16(b)-3(d) of the Exchange Act. |
| F4 | This option was granted to Mr. Legorreta on November 6, 2019 with respect to 34,408 shares of common stock, in connection with Mr. Legorreta's election to the board of directors of the Issuer. This option vested as to 25% of the shares on the first anniversary of the grant date and continues to vest as to an additional 2.0833% of the shares at the end of each successive month following the first anniversary of the grant date until the fourth anniversary of the grant date. |
| F5 | Mr. Legorreta is deemed to hold the derivative security and the shares issuable thereunder for the benefit of RP Management. Mr. Legorreta is the manager of RP Management. Any exercise of the derivative security, when vested, or sale of the shares issuable upon exercise shall be at the direction of RP Management and the proceeds of the sale of the shares issuable upon exercise shall be delivered to RP Management. The proceeds of the sale of the shares issuable under the derivative security will be offset against the management fee payable to RP Management by RPIFT, RPI 2019 ICAV, and certain of their respective indirect owners (such indirect owners, the "Funds"), all of which are managed by RP Management. |
| F6 | (Continued from Footnote 5) Mr. Legorreta and such Funds disclaim beneficial ownership of the securities indicated except to the extent of their pecuniary interest therein, and the reporting herein of such securities shall not be construed as an admission that Mr. Legorreta or any of such Funds is the beneficial owner thereof for purposes of Section 16 of the Exchange Act or for any other purpose. Mr. Legorreta serves on the board of directors of the Issuer as a representative of RPIFT and RPI 2019 ICAV. Each of RPIFT, RPI 2019 ICAV and RP Management may be deemed to be a director by deputization of the Issuer for purposes of Section 16(b)-3(d) of the Exchange Act. |
| F7 | This option was granted on June 11, 2021 with respect to 40,559 shares of common stock, and is scheduled to vest with respect to all shares on the first anniversary of the grant date or, if earlier, immediately prior to the first annual meeting of stockholders occurring after the grant date, subject to Mr. Legorreta's continued service as a director. In the event of a change in control of the Issuer, the option will vest in full. |
| F8 | This option was granted on May 17, 2022 with respect to 41,006 shares of common stock, and is scheduled to vest with respect to all shares on the first anniversary of the grant date or, if earlier, immediately prior to the first annual meeting of stockholders occurring after the grant date, subject to Mr. Legorreta's continued service as a director. In the event of a change in control of the Issuer, the option will vest in full. |
| F9 | Consists of shares of common stock issuable under 8,060 restricted stock units ("RSUs") granted on June 11, 2021, which RSUs are scheduled to vest with respect to all shares on the first anniversary of the grant date or, if earlier, immediately prior to the first annual meeting of stockholders occurring after the grant date, subject to Mr. Legorreta's continued service as a director. Each RSU represents the right to receive one share of common stock upon vesting. In the event of a change in control of the Issuer, the RSUs will vest in full. |
| F10 | Consists of shares of common stock issuable under 8,994 RSUs granted on May 17, 2022, which RSUs are scheduled to vest with respect to all shares on the first anniversary of the grant date or, if earlier, immediately prior to the first annual meeting of stockholders occurring after the grant date, subject to Mr. Legorreta's continued service as a director. Each RSU represents the right to receive one share of common stock upon vesting. In the event of a change in control of the Issuer, the RSUs will vest in full. |