| 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 | -7.25K | -100% | 0 | Oct 14, 2022 | See footnote | F1, F2, F3, F4 | ||
| transaction | FMTX | Common Stock | Disposition pursuant to a tender of shares in a change of control transaction | -7.5M | -100% | 0 | Oct 14, 2022 | See footnote | F1, F3, F5 | ||
| transaction | FMTX | Common Stock | Disposition pursuant to a tender of shares in a change of control transaction | -1.51M | -100% | 0 | Oct 14, 2022 | See footnote | F1, F4, F6 |
| 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 | -17.5K | -100% | 0 | Oct 14, 2022 | Common Stock | 17.5K | $20.00 | See footnote | F1, F3, F4, F7 | ||
| transaction | FMTX | Stock Option (Right to Buy) | Disposed to Issuer | -8.38K | -100% | 0 | Oct 14, 2022 | Common Stock | 8.38K | $25.35 | See footnote | F1, F3, F4, F7 | ||
| transaction | FMTX | Stock Option (Right to Buy) | Disposed to Issuer | -6.75K | -100% | 0 | Oct 14, 2022 | Common Stock | 6.75K | $6.12 | See footnote | F1, F3, F4, F7 |
Ra Capital Management, L.P. is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| 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 | RA Capital Management, L.P. (the "Adviser") is the investment manager for RA Capital Healthcare Fund, L.P. (the "Fund") and RA Capital Nexus Fund, L.P. (the "Nexus Fund"). The general partner of the Adviser is RA Capital Management GP, LLC (the "Adviser GP"), of which Dr. Peter Kolchinsky and Mr. Rajeev Shah are the managing members. The Adviser, the Adviser GP, Dr. Kolchinsky, and Mr. Shah disclaim beneficial ownership of any of the reported securities, except to the extent of their pecuniary interest therein. |
| F4 | Under Dr. Kolchinsky's arrangement with the Adviser, Dr. Kolchinsky holds the option and RSUs for the benefit of the Fund and the Nexus Fund. Dr. Kolchinsky is obligated to turn over to the Adviser any net cash or stock received upon sale of the common stock underlying the option and RSUs, which will offset advisory fees owed by the Fund and the Nexus Fund to the Adviser. The Reporting Persons therefore disclaim beneficial ownership of the option and RSUs and respective underlying common stock except to the extent of their pecuniary interest. |
| F5 | Held by the Fund. |
| F6 | Held by the Nexus Fund. |
| F7 | 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. |
Dr. Peter Kolchinsky, a Managing Partner of the Adviser, serves on the Issuer's board of directors.