Todd Foley - Aug 5, 2021 Form 4 Insider Report for CHIASMA, INC (CHMA)

Role: Director
Signature: /s/ Lee G. Giguere, Attorney-in-Fact
Stock symbol: CHMA
Transactions as of: Aug 5, 2021
Transactions value $: $0
Form type: 4
Date filed: 8/5/2021, 05:29 PM
Previous filing: Jul 13, 2021
Next filing: Oct 28, 2021

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

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	CHMA	Stock Option (Right to Buy)	Disposed to Issuer	$0	-10K	-100%	$0.00^*	Aug 5, 2021	Common Stock	10K	$3.14	Direct	F1, F2
transaction	CHMA	Stock Option (Right to Buy)	Disposed to Issuer	$0	-13K	-100%	$0.00^*	Aug 5, 2021	Common Stock	13K	$1.35	Direct	F1, F2
transaction	CHMA	Stock Option (Right to Buy)	Disposed to Issuer	$0	-13K	-100%	$0.00^*	Aug 5, 2021	Common Stock	13K	$1.45	Direct	F1, F2
transaction	CHMA	Stock Option (Right to Buy)	Disposed to Issuer	$0	-13K	-100%	$0.00^*	Aug 5, 2021	Common Stock	13K	$7.98	Direct	F1, F2
transaction	CHMA	Stock Option (Right to Buy)	Disposed to Issuer	$0	-13K	-100%	$0.00^*	Aug 5, 2021	Common Stock	13K	$5.81	Direct	F1, F2

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

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

Explanation of Responses:

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 May 4, 2021, by and among Chiasma, Inc. (the "Company), Amryt Pharma plc ("Parent"), and Acorn Merger Sub, Inc., an indirect wholly-owned subsidiary of Parent ("Merger Sub") pursuant to which Merger Sub merged with and into the Company (the "Merger") with the Company surviving as an indirect wholly owned subsidiary of Parent effective as of August [5], 2021 (the "Effective Time").
F2	At the Effective Time, each option to purchase Shares (each, a "Company Option") that was outstanding and unexercised, immediately prior to the Effective Time, whether or not vested shall, by virtue of the Merger Agreement, ceased to represent a right to acquire Shares, was assumed by Parent and automatically converted into the option to purchase Parent ADSs (each an "Assumed Stock Option") shall be equal to (i) the number of Shares subject to each Company Option immediately prior to the Effective Time multiplied by (ii) the Exchange Ratio, rounded down, if necessary, to the nearest whole number of Parent ADSs, and such Assumed Stock Option shall have an exercise price per Parent ADS (rounded up to the nearest cent) equal to (a) the exercise price per Share otherwise purchasable pursuant to such Company Option divided by (b) the Exchange Ratio.

Content

This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement") dated as of May 4, 2021, by and among Chiasma, Inc. (the "Company), Amryt Pharma plc ("Parent"), and Acorn Merger Sub, Inc., an indirect wholly-owned subsidiary of Parent ("Merger Sub") pursuant to which Merger Sub merged with and into the Company (the "Merger") with the Company surviving as an indirect wholly owned subsidiary of Parent effective as of August [5], 2021 (the "Effective Time").

At the Effective Time, each option to purchase Shares (each, a "Company Option") that was outstanding and unexercised, immediately prior to the Effective Time, whether or not vested shall, by virtue of the Merger Agreement, ceased to represent a right to acquire Shares, was assumed by Parent and automatically converted into the option to purchase Parent ADSs (each an "Assumed Stock Option") shall be equal to (i) the number of Shares subject to each Company Option immediately prior to the Effective Time multiplied by (ii) the Exchange Ratio, rounded down, if necessary, to the nearest whole number of Parent ADSs, and such Assumed Stock Option shall have an exercise price per Parent ADS (rounded up to the nearest cent) equal to (a) the exercise price per Share otherwise purchasable pursuant to such Company Option divided by (b) the Exchange Ratio.