Jason Brown - Feb 13, 2024 Form 4 Insider Report for Karuna Therapeutics, Inc. (KRTX)

Role: Chief Financial Officer
Signature: /s/ Mia Kelley, Attorney-in-Fact
Stock symbol: KRTX
Transactions as of: Feb 13, 2024
Transactions value $: -$88,404
Form type: 4
Date filed: 2/15/2024, 04:45 PM
Previous filing: Oct 3, 2023
Next filing: Mar 18, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	KRTX	Common Stock	Tax liability	-$88.4K	-278	-1.3%	$318.00	21.2K	Feb 13, 2024	Direct	F1

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	+10.3K		$0.00	10.3K	Feb 13, 2024	Common Stock	10.3K		Direct	F2

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

Explanation of Responses:

Id	Content
F1	Represents shares withheld by the Issuer to satisfy tax withholding obligations in connection with the partial vesting of restricted stock units ("RSUs") previously granted to the Reporting Person on February 13, 2023.
F2	Reflects the annual equity award to the reporting person under the Karuna Therapeutics, Inc. 2019 Stock Option and Incentive Plan. Each 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

Represents shares withheld by the Issuer to satisfy tax withholding obligations in connection with the partial vesting of restricted stock units ("RSUs") previously granted to the Reporting Person on February 13, 2023.

Reflects the annual equity award to the reporting person under the Karuna Therapeutics, Inc. 2019 Stock Option and Incentive Plan. Each 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.