Frank D. Lee - Oct 14, 2022 Form 4 Insider Report for Forma Therapeutics Holdings, Inc. (FMTX)

Role
President and CEO, Director
Signature
/s/ Jeannette Potts, as Attorney-in-Fact
Stock symbol
FMTX
Transactions as of
Oct 14, 2022
Transactions value $
$0
Form type
4
Date filed
10/14/2022, 04:07 PM
Previous filing
Jun 10, 2022
Next filing
Jun 14, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction FMTX Common Stock Disposition pursuant to a tender of shares in a change of control transaction -201K -100% 0 Oct 14, 2022 Direct F1, F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction FMTX Stock Option (Right to Buy) Disposed to Issuer -678K -100% 0 Oct 14, 2022 Common Stock 678K $5.05 Direct F1, F3
transaction FMTX Stock Option (Right to Buy) Disposed to Issuer -70.1K -100% 0 Oct 14, 2022 Common Stock 70.1K $5.05 Direct F1, F3
transaction FMTX Stock Option (Right to Buy) Disposed to Issuer -748K -100% 0 Oct 14, 2022 Common Stock 748K $5.43 Direct F1, F3
transaction FMTX Stock Option (Right to Buy) Disposed to Issuer -71.8K -100% 0 Oct 14, 2022 Common Stock 71.8K $20.00 Direct F1, F3
transaction FMTX Stock Option (Right to Buy) Disposed to Issuer -176K -100% 0 Oct 14, 2022 Common Stock 176K $38.61 Direct F1, F3
transaction FMTX Stock Option (Right to Buy) Disposed to Issuer -183K -100% 0 Oct 14, 2022 Common Stock 183K $9.86 Direct F1, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Frank D. Lee is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of August 31, 2022, by and among Forma Therapeutics Holdings, Inc. (the "Issuer"), Novo Nordisk A/S (the "Parent"), and NNUS New Dev, Inc., a wholly owned indirect subsidiary of Parent ("Merger Sub"), pursuant to which Merger Sub completed a cash tender offer for shares of common stock of the Issuer (each, a "Share") and thereafter merged with and into the Issuer (the "Merger"), effective as of October 14, 2022 (the "Effective Time"). At the Effective Time, each issued and outstanding Share was cancelled and converted into the right to receive $20.00 in cash (the "Merger Consideration"), subject to withholding of applicable taxes and without interest.
F2 Consists of restricted stock units ("RSUs"), including those RSUs settled into Shares upon vesting. Pursuant to the terms of the Merger Agreement, at the Effective Time, each RSU (whether vested or unvested) that was outstanding immediately prior to the Effective Time, was cancelled and converted into the right to receive, for each Share underlying such RSU, an amount in cash equal to the Merger Consideration, subject to withholding of applicable taxes and without interest.
F3 Pursuant to the terms of the Merger Agreement, at the Effective Time, each option (whether vested or unvested) that was outstanding and unexercised immediately prior to the Effective Time, was cancelled and converted into the right to receive, for each Share underlying such option, an amount in cash equal to the excess, if any, of the Merger Consideration over the exercise price per share of such option. Each option that was outstanding and unexercised immediately prior to the Effective Time which had a per share exercise price greater than or equal to the Merger Consideration was cancelled with no consideration payable.