Steven M. Paul - 18 Mar 2024 Form 4 Insider Report for Karuna Therapeutics, Inc.

Role
Director
Signature
/s/ Jason Brown, Attorney-in-Fact
Issuer symbol
N/A
Transactions as of
18 Mar 2024
Net transactions value
-$829,620,123
Form type
4
Filing time
18 Mar 2024, 16:30:50 UTC
Previous filing
04 Mar 2024
Next filing
06 Jun 2024
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction KRTX Common Stock Disposed to Issuer $675,180 -2,046 -19% $330.00 8,550 18 Mar 2024 Direct F1, F2, F3
transaction KRTX Common Stock Disposed to Issuer $2,821,500 -8,550 -100% $330.00 0 18 Mar 2024 Direct F1, F4
transaction KRTX Common Stock Disposed to Issuer $10,000,320 -30,304 -100% $330.00 0 18 Mar 2024 Steve M. Paul Family 2021 Delaware Trust F1, F2
transaction KRTX Common Stock Disposed to Issuer $3,300,000 -10,000 -100% $330.00 0 18 Mar 2024 Jann E Paul Revocable Trust F1, F2
transaction KRTX Common Stock Disposed to Issuer $11,181,060 -33,882 -100% $330.00 0 18 Mar 2024 The Steven M Paul Revocable Trust F1, F2, F3
transaction KRTX Common Stock Disposed to Issuer $10,000,320 -30,304 -100% $330.00 0 18 Mar 2024 Steven M. Paul Family 2024 Trust F1, F2
transaction KRTX Common Stock Disposed to Issuer $11,839,410 -35,877 -100% $330.00 0 18 Mar 2024 Jann E. Paul GRAT III 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 KRTX Option (right to buy) Disposed to Issuer $43,952,918 -136,094 -100% $322.96 0 18 Mar 2024 Common Stock 136,094 $7.04 Direct F1, F5, F6
transaction KRTX Option (right to buy) Disposed to Issuer $244,321,133 -757,045 -100% $322.73 0 18 Mar 2024 Common Stock 757,045 $7.27 Direct F1, F5, F6
transaction KRTX Option (right to buy) Disposed to Issuer $144,187,730 -449,463 -100% $320.80 0 18 Mar 2024 Common Stock 449,463 $9.20 Direct F1, F5, F6
transaction KRTX Option (right to buy) Disposed to Issuer $28,068,075 -87,494 -100% $320.80 0 18 Mar 2024 Common Stock 87,494 $9.20 Direct F1, F5, F6
transaction KRTX Option (right to buy) Disposed to Issuer $4,877,764 -15,205 -100% $320.80 0 18 Mar 2024 Common Stock 15,205 $9.20 Direct F1, F5, F6
transaction KRTX Option (right to buy) Disposed to Issuer $193,644,742 -616,703 -100% $314.00 0 18 Mar 2024 Common Stock 616,703 $16.00 Direct F1, F5, F6
transaction KRTX Option (right to buy) Disposed to Issuer $22,046,088 -71,121 -100% $309.98 0 18 Mar 2024 Common Stock 71,121 $20.02 Direct F1, F5, F6
transaction KRTX Option (right to buy) Disposed to Issuer $31,316,238 -135,992 -100% $230.28 0 18 Mar 2024 Common Stock 135,992 $99.72 Direct F1, F5, F6
transaction KRTX Option (right to buy) Disposed to Issuer $32,104,566 -161,850 -100% $198.36 0 18 Mar 2024 Common Stock 161,850 $131.64 Direct F1, F5, F7
transaction KRTX Option (right to buy) Disposed to Issuer $32,028,607 -146,900 -100% $218.03 0 18 Mar 2024 Common Stock 146,900 $111.97 Direct F1, F5, F8
transaction KRTX Option (right to buy) Disposed to Issuer $3,254,472 -22,800 -100% $142.74 0 18 Mar 2024 Common Stock 22,800 $187.26 Direct F1, F5, F9
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Steven M. Paul is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 On March 18, 2024, Bristol-Myers Squibb Company ("Bristol-Myers") acquired Karuna Therapeutics, Inc. (the "Issuer") pursuant to a certain Agreement and Plan of Merger, dated as of December 22, 2023 (the "Merger Agreement"), by and among the Issuer, Bristol-Myers and Miramar Merger Sub Inc., a wholly owned subsidiary of Bristol-Myers ("Merger Sub"). In accordance with the Merger Agreement, Merger Sub merged with and into the Issuer (the "Merger") with the Issuer surviving the Merger as a wholly owned subsidiary of Bristol-Myers.
F2 At the effective time of the Merger, each issued and outstanding share of the Issuer's common stock, $0.0001 par value per share (the "Common Stock") (other than certain excluded shares of Common Stock) automatically converted into the right to receive $330.00 per share in cash (the "Merger Consideration"), without interest and subject to applicable withholding tax.
F3 Reflects a transfer on March 11, 2024 of 31,518 shares of common stock from the reporting person's direct ownership to a trust of which the reporting person is sole trustee and sole beneficiary. Such transfer was exempt from Section 16 pursuant to Rule 16a-13.
F4 Represents restricted stock units ("RSUs"), each representing a contingent right to receive one share of Common Stock. Pursuant to the Merger Agreement, each outstanding RSU, whether granted under an Issuer stock plan or otherwise, automatically vested (to the extent not previously vested), was cancelled and entitled the holder to receive a one-time lump sum payment in an amount in cash, without interest and subject to deduction for any required tax withholding, equal to (i) the total number of shares of Common Stock subject to such RSU immediately prior to the effective time of the Merger, multiplied by (ii) the Merger Consideration.
F5 Pursuant to the Merger Agreement, outstanding and unexercised options to purchase shares of Common Stock (the "Options"), whether granted under an Issuer stock plan or otherwise, automatically vested (to the extent not previously vested), were cancelled and entitled the holder to receive a one-time lump sum payment in an amount in cash, without interest and subject to deduction for any required tax withholding, equal to (i) the total number of shares of Common Stock subject to such Option multiplied by (ii) the excess, if any, of the Merger Consideration over the exercise price per share of Common Stock under such Option.
F6 These Options are fully vested.
F7 These Options vested as to 25% on February 23, 2022, with the remaining Options to vest in twelve equal three-month installments over the following three years, subject to continued service through such dates.
F8 These Options vested as to 25% on February 16, 2023, with the remaining Options to vest in twelve equal three-month installments over the following three years, subject to continued service through such dates.
F9 These Options vested as to 25% on February 9, 2024, with the remaining Options to vest in twelve equal three-month installments over the following three years, subject to continued service through such dates.