Edward J. Benz JR - Jun 11, 2024 Form 4 Insider Report for Deciphera Pharmaceuticals, Inc. (NA)

Role: Director
Signature: /s/ Jeffrey M. Held, Attorney-in-Fact
Stock symbol: NA
Transactions as of: Jun 11, 2024
Transactions value $: $0
Form type: 4
Date filed: 6/11/2024, 08:30 PM
Previous filing: Jun 29, 2023
Next filing: Jun 27, 2024

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

Type	Sym	Class	Transaction	Shares	Change %	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	NA	Stock Option (Right to Buy)	Disposed to Issuer	-35.2K	-100%	Jun 11, 2024	Common Stock	35.2K	$3.95	Direct	F1, F2
transaction	NA	Stock Option (Right to Buy)	Disposed to Issuer	-7.18K	-100%	Jun 11, 2024	Common Stock	7.18K	$6.13	Direct	F1, F2
transaction	NA	Stock Option (Right to Buy)	Disposed to Issuer	-12K	-100%	Jun 11, 2024	Common Stock	12K	$21.05	Direct	F1, F2
transaction	NA	Stock Option (Right to Buy)	Disposed to Issuer	-18.5K	-100%	Jun 11, 2024	Common Stock	18.5K	$13.98	Direct	F1, F2
transaction	NA	Stock Option (Right to Buy)	Disposed to Issuer	-30K	-100%	Jun 11, 2024	Common Stock	30K	$14.91	Direct	F1, F2

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

Edward J. Benz JR 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 pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of April 29, 2024, by and among the Issuer, Ono Pharmaceutical Co., Ltd. ("Parent"), and Topaz Merger Sub, Inc., a wholly owned subsidiary of Parent ("Merger Sub"). Pursuant to the Merger Agreement, Merger Sub completed a cash tender offer to acquire all of the issued and outstanding shares of common stock of the Issuer, par value $0.01 per share for a price per share of $25.60, without interest and subject to tax withholding (the "Merger Consideration"). Effective as of June 11, 2024 (the "Effective Time"), Merger Sub merged with and into the Issuer, with the Issuer continuing as the surviving corporation in the Merger and as a wholly owned subsidiary of Parent.
F2	Pursuant to the terms of the Merger Agreement, immediately prior to the Effective Time, each outstanding stock option of the Issuer having an exercise price per share that is less than the Merger Consideration became fully vested, and was cancelled and automatically converted into the right to receive an amount in cash equal to (A) the number of shares underlying such option multiplied by (B) the Merger Consideration.

Content

This Form 4 reports securities disposed pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of April 29, 2024, by and among the Issuer, Ono Pharmaceutical Co., Ltd. ("Parent"), and Topaz Merger Sub, Inc., a wholly owned subsidiary of Parent ("Merger Sub"). Pursuant to the Merger Agreement, Merger Sub completed a cash tender offer to acquire all of the issued and outstanding shares of common stock of the Issuer, par value $0.01 per share for a price per share of $25.60, without interest and subject to tax withholding (the "Merger Consideration"). Effective as of June 11, 2024 (the "Effective Time"), Merger Sub merged with and into the Issuer, with the Issuer continuing as the surviving corporation in the Merger and as a wholly owned subsidiary of Parent.

Pursuant to the terms of the Merger Agreement, immediately prior to the Effective Time, each outstanding stock option of the Issuer having an exercise price per share that is less than the Merger Consideration became fully vested, and was cancelled and automatically converted into the right to receive an amount in cash equal to (A) the number of shares underlying such option multiplied by (B) the Merger Consideration.