Marvin Johnson - 07 Feb 2025 Form 4 Insider Report for MARINUS PHARMACEUTICALS, INC.

Role
Director
Signature
/s/ Debra A. Mohollen, Attorney-in-Fact
Issuer symbol
N/A
Transactions as of
07 Feb 2025
Net transactions value
-$6,870
Form type
4
Filing time
11 Feb 2025, 09:17:55 UTC
Previous filing
23 Jan 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 Disposed to Issuer $2,964 -5,389 -43% $0.5500 7,101 07 Feb 2025 Direct F1
transaction MRNS Common Stock Disposed to Issuer $3,906 -7,101 -100% $0.5500 0 11 Feb 2025 Direct F1, F2

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 -10,450 -100% $0.000000 0 11 Feb 2025 Common Stock 10,450 $1.40 Direct F3
transaction MRNS Stock Option (Right to Buy) Disposed to Issuer $0 -20,900 -100% $0.000000 0 11 Feb 2025 Common Stock 20,900 $9.74 Direct F3
transaction MRNS Stock Option (Right to Buy) Disposed to Issuer $0 -32,400 -100% $0.000000 0 11 Feb 2025 Common Stock 32,400 $8.01 Direct F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

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

Explanation of Responses:

Id Content
F1 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 the Issuer's common stock (the "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.
F2 Represents 7,101 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.
F3 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.