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 Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction NA Stock Option (Right to Buy) Disposed to Issuer -35.2K -100% 0 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% 0 Jun 11, 2024 Common Stock 7.18K $6.13 Direct F1, F2
transaction NA Stock Option (Right to Buy) Disposed to Issuer -12K -100% 0 Jun 11, 2024 Common Stock 12K $21.05 Direct F1, F2
transaction NA Stock Option (Right to Buy) Disposed to Issuer -18.5K -100% 0 Jun 11, 2024 Common Stock 18.5K $13.98 Direct F1, F2
transaction NA Stock Option (Right to Buy) Disposed to Issuer -30K -100% 0 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.