David E. Wheadon - 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: -$9,240,554
Form type: 4
Filing time: 18 Mar 2024, 16:31:03 UTC
Previous filing: 01 Aug 2023
Next filing: 29 May 2024
SEC: View on sec.gov

Key filing fact

David E. Wheadon filed Form 4 for Karuna Therapeutics, Inc. on 18 Mar 2024.

Key facts

This page summarizes David E. Wheadon's Form 4 filing for Karuna Therapeutics, Inc..
5 reported transactions and 4 derivative rows are listed below.
Filing timestamp: 18 Mar 2024, 16:31.

Change

Previous filing in this sequence was filed on 01 Aug 2023.
Current net transaction value: -$9,240,554.

Research use

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

See Original Filing

Transactions Table

KRTX transaction

Common Stock

Disposed to Issuer

Transaction value: $326,700
Shares: -990
Change %: -100%
Price: $330.00
Shares after: 0
Date: 18 Mar 2024
Ownership: Direct
Footnotes: F1, F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

KRTX transaction Derivative

Option (right to buy)

Disposed to Issuer

Transaction value: $5,886,000
Shares: -25,000
Change %: -100%
Price: $235.44
Shares after: 0
Date: 18 Mar 2024
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 25,000
Exercise price: $94.56
Footnotes: F1, F3, F4

KRTX transaction Derivative

Option (right to buy)

Disposed to Issuer

Transaction value: $1,716,915
Shares: -8,500
Change %: -100%
Price: $201.99
Shares after: 0
Date: 18 Mar 2024
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 8,500
Exercise price: $128.01
Footnotes: F1, F3, F4

KRTX transaction Derivative

Option (right to buy)

Disposed to Issuer

Transaction value: $1,135,200
Shares: -5,000
Change %: -100%
Price: $227.04
Shares after: 0
Date: 18 Mar 2024
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 5,000
Exercise price: $102.96
Footnotes: F1, F3, F4

KRTX transaction Derivative

Option (right to buy)

Disposed to Issuer

Transaction value: $175,739
Shares: -1,904
Change %: -100%
Price: $92.30
Shares after: 0
Date: 18 Mar 2024
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 1,904
Exercise price: $237.70
Footnotes: F1, F3, F5

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

David E. Wheadon 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. 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.
F2	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.
F3	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.
F4	These Options are fully vested.
F5	These Options originally provided for vesting upon the earlier of (i) June 20, 2024, and (ii) the 2024 annual meeting of the Issuer's stockholders, subject to continued service through such date.