Scott Braunstein - 14 Aug 2024 Form 4 Insider Report for MARINUS PHARMACEUTICALS, INC.

Role
CHAIRMAN AND CEO, Director
Signature
/s/ Debra A. Mohollen, Attorney-in-Fact
Issuer symbol
N/A
Transactions as of
14 Aug 2024
Net transactions value
-$161,004
Form type
4
Filing time
11 Feb 2025, 09:11:48 UTC
Previous filing
07 Aug 2024
Next filing
21 Feb 2025
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction MRNS Common Stock Purchase $6,526 +5,933 +2% $1.10 304,600 14 Aug 2024 Direct F1, F2
transaction MRNS Common Stock Disposed to Issuer $68,785 -125,064 -41% $0.5500 179,536 07 Feb 2025 Direct F3
transaction MRNS Common Stock Disposed to Issuer $98,745 -179,536 -100% $0.5500 0 11 Feb 2025 Direct F3, F4

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 MRNS Stock Option (Right to Buy) Disposed to Issuer $0 -167,825 -100% $0.000000 0 11 Feb 2025 Common Stock 167,825 $1.40 Direct F5
transaction MRNS Stock Option (Right to Buy) Disposed to Issuer $0 -335,650 -100% $0.000000 0 11 Feb 2025 Common Stock 335,650 $9.74 Direct F5
transaction MRNS Stock Option (Right to Buy) Disposed to Issuer $0 -360,000 -100% $0.000000 0 11 Feb 2025 Common Stock 360,000 $5.94 Direct F5
transaction MRNS Stock Option (Right to Buy) Disposed to Issuer $0 -193,050 -100% $0.000000 0 11 Feb 2025 Common Stock 193,050 $10.40 Direct F5
transaction MRNS Stock Option (Right to Buy) Disposed to Issuer $0 -290,000 -100% $0.000000 0 11 Feb 2025 Common Stock 290,000 $12.60 Direct F5
transaction MRNS Stock Option (Right to Buy) Disposed to Issuer $0 -450,000 -100% $0.000000 0 11 Feb 2025 Common Stock 450,000 $8.28 Direct F5
transaction MRNS Stock Option (Right to Buy) Disposed to Issuer $0 -200,000 -100% $0.000000 0 11 Feb 2025 Common Stock 200,000 $4.28 Direct F5
transaction MRNS Stock Option (Right to Buy) Disposed to Issuer $0 -15,917 -100% $0.000000 0 11 Feb 2025 Common Stock 15,917 $15.84 Direct F5
transaction MRNS Stock Option (Right to Buy) Disposed to Issuer $0 -7,500 -100% $0.000000 0 11 Feb 2025 Common Stock 7,500 $31.76 Direct F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Scott Braunstein is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 This purchase of the Issuer's common stock (the "Common Stock") on August 14, 2024 resulted in unintentional matching transactions for Section 16(b) reporting purposes. As a result, the Reporting Person has voluntarily paid to the Issuer $52,582.55 prior to the filing of this Form 4, representing the full amount of the profit realized in connection with the matching transactions less expenses, calculated in accordance with Section 16(b). The purchase of Common Stock on August 14, 2024 was matched against the Reporting Person's sale of Common Stock on February 16, 2024 pursuant to a Rule 10b5-1 Plan adopted by the Reporting Person on May 16, 2022 to cover tax obligations in connection with the vesting of restricted stock units.
F2 The price reported in column 4 is a weighted-average price. These shares were purchased in multiple transactions at prices ranging from $1.09 to $1.10, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
F3 On December 29, 2024, the Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement") with Immedica Pharma AB, a corporation organized and existing under the laws of Sweden ("Parent"), and Matador Subsidiary, Inc. a Delaware corporation and a wholly owned subsidiary of Parent ("Purchaser"). Pursuant to the terms of the Merger Agreement and the Offer (as defined in the Merger Agreement), each share of Common Stock held by the Reporting Person was acquired, subject to adjustment, at a purchase price of $0.55 per share (the "Offer Price") in cash.
F4 Represents 179,536 shares underlying Restricted Stock Units (the "RSUs"). Pursuant to the terms of the Merger Agreement, at the effective time of the merger (the "Effective Time"), each outstanding RSU was terminated in exchange for a lump sum cash payment equal to (i) the Offer Price multiplied by (ii) the number of shares of Common Stock underlying the RSU.
F5 Pursuant to the terms of the Merger Agreement, at the Effective Time, each outstanding out-of-the-money stock option (i.e., a stock option that has an exercise price per share that is greater than the Offer Price) was terminated and the Reporting Person was not entitled to any payment in respect thereof.