Andrew Craig Miller - Feb 13, 2024 Form 4 Insider Report for Karuna Therapeutics, Inc. (KRTX)

Role: President of R&D
Signature: /s/ Mia Kelley, Attorney-in-Fact
Stock symbol: KRTX
Transactions as of: Feb 13, 2024
Transactions value $: $0
Form type: 4
Date filed: 2/15/2024, 04:42 PM
Previous filing: Feb 12, 2024
Next filing: Mar 18, 2024

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	KRTX	Restricted Stock Units	Award	$0	+15.9K		$0.00	15.9K	Feb 13, 2024	Common Stock	15.9K		Direct	F1

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Reflects the annual equity award to the reporting person under the Karuna Therapeutics, Inc. 2019 Stock Option and Incentive Plan. Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's common stock, provided that, at the effective time of the proposed merger transaction among the Issuer, Bristol-Myers Squibb Company and Miramar Merger Sub Inc., this RSU award will convert into a cash award equal to the product of (i) the total number of shares of the Issuer's common stock subject to this RSU award immediately prior to such effective time, and (ii) $330. The RSUs or, after such conversion, 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.

Content

Reflects the annual equity award to the reporting person under the Karuna Therapeutics, Inc. 2019 Stock Option and Incentive Plan. Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's common stock, provided that, at the effective time of the proposed merger transaction among the Issuer, Bristol-Myers Squibb Company and Miramar Merger Sub Inc., this RSU award will convert into a cash award equal to the product of (i) the total number of shares of the Issuer's common stock subject to this RSU award immediately prior to such effective time, and (ii) $330. The RSUs or, after such conversion, 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.