Richard Aldrich - Mar 6, 2023 Form 4 Insider Report for CONCERT PHARMACEUTICALS, INC. (CNCE)

Role
Director
Signature
/s/ Jeffrey A. Munsie, attorney-in-fact
Stock symbol
CNCE
Transactions as of
Mar 6, 2023
Transactions value $
$0
Form type
4
Date filed
3/6/2023, 10:33 AM
Previous filing
Jun 13, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction CNCE Common Stock Disposition pursuant to a tender of shares in a change of control transaction -342K -100% 0 Mar 6, 2023 Direct F1, F2
transaction CNCE Common Stock Disposed to Issuer -16.4K -100% 0 Mar 6, 2023 Direct F3
transaction CNCE Common Stock Disposition pursuant to a tender of shares in a change of control transaction -211K -100% 0 Mar 6, 2023 By Richard H. Aldrich 2018 Revocable Trust F1, F2, F4
transaction CNCE Common Stock Disposition pursuant to a tender of shares in a change of control transaction -44.4K -100% 0 Mar 6, 2023 By Little Eagles, LLC F1, F2, F5

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 CNCE Stock Option (Right to Buy) Disposed to Issuer -10K -100% 0 Mar 6, 2023 Common Stock 10K $16.42 Direct F6, F7
transaction CNCE Stock Option (Right to Buy) Disposed to Issuer -10K -100% 0 Mar 6, 2023 Common Stock 10K $12.96 Direct F6, F7
transaction CNCE Stock Option (Right to Buy) Disposed to Issuer -10K -100% 0 Mar 6, 2023 Common Stock 10K $13.29 Direct F6, F7
transaction CNCE Stock Option (Right to Buy) Disposed to Issuer -15.9K -100% 0 Mar 6, 2023 Common Stock 15.9K $19.59 Direct F6, F7
transaction CNCE Stock Option (Right to Buy) Disposed to Issuer -10K -100% 0 Mar 6, 2023 Common Stock 10K $11.02 Direct F6, F7
transaction CNCE Stock Option (Right to Buy) Disposed to Issuer -23.3K -100% 0 Mar 6, 2023 Common Stock 23.3K $9.16 Direct F6, F7
transaction CNCE Stock Option (Right to Buy) Disposed to Issuer -40.4K -100% 0 Mar 6, 2023 Common Stock 40.4K $4.26 Direct F6, F7
transaction CNCE Stock Option (Right to Buy) Disposed to Issuer -22.4K -100% 0 Mar 6, 2023 Common Stock 22.4K $5.00 Direct F6, F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Richard Aldrich 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 January 19, 2023, by and among Concert Pharmaceuticals, Inc. (the "Issuer"), Sun Pharmaceutical Industries Ltd. ("Parent") and Foliage Merger Sub, Inc., an indirect wholly owned subsidiary of Parent ("Merger Sub"), pursuant to which Merger Sub completed a tender offer for shares of common stock of the Issuer (each, a "Share") and thereafter merged with and into the Issuer, effective as of March 6, 2023 (the "Effective Time"). At the Effective Time, each issued and outstanding Share was cancelled and converted into the right to receive $8.00 in cash (the "Cash Amount"), plus one non-tradeable contingent value right (a "CVR," and together with the Cash Amount, the "Per Share Consideration"), which represents the right to receive contingent payments of up to $3.50 per Share, in cash, (continued in Footnote 2)
F2 in the aggregate, upon the achievement of certain milestones (such applicable payment, each, a "Milestone Payment") prior to December 31, 2029, subject to any applicable withholding of taxes and without interest.
F3 This line item represents unvested time-based restricted stock units with respect to the Issuer's common stock ("RSUs") held by the Reporting Person. Pursuant to the terms of the Merger Agreement, at the Effective Time, each unvested RSU that was outstanding immediately prior to the Effective Time was cancelled and converted into the right to receive, for each Share underlying such RSU, the Per Share Consideration, subject to withholding of applicable taxes and without interest.
F4 Shares held by the Richard H. Aldrich 2018 Revocable Trust. Mr. Aldrich is the sole trustee of the Richard H. Aldrich 2018 Revocable Trust. Mr. Aldrich disclaims beneficial ownership of such shares except to the extent of any pecuniary interest therein.
F5 Shares held by Little Eagles, LLC. The owners of Little Eagles, LLC are the Richard H. Aldrich Irrevocable Trust of 2011 and trusts established for the benefit of Mr. Aldrich's minor children. The trustees of the Richard H. Aldrich Irrevocable Trust of 2011 are Mr. Aldrich's spouse, Nichole A. Aldrich, and Mr. Aldrich's brother, Caleb F. Aldrich. The beneficiaries of the Richard H. Aldrich Irrevocable Trust of 2011 are Mr. Aldrich's minor children. Mr. Aldrich disclaims beneficial ownership of such shares except to the extent of any pecuniary interest therein.
F6 Pursuant to the terms of the Merger Agreement, at the Effective Time, each option that had a per share exercise price that was less than the Cash Amount (whether vested or unvested) that was outstanding and unexercised immediately prior to the Effective Time, was cancelled and converted into the right to receive, for each Share underlying such option, (i) an amount in cash equal to the excess of the Cash Amount over the per share exercise price of such option and (ii) one CVR. Each option that was outstanding and unexercised immediately prior to the Effective Time that had a per share exercise price greater than or equal to the Cash Amount, and less than $11.50, was cancelled and converted into the right to receive, for each Share underlying such option, upon the occurrence of any Milestone Payment, (i) an amount in cash equal to the Cash Amount, plus the applicable Milestone Payment, plus any Milestone Payment previously paid with respect to such Share, (continued in Footnote 7)
F7 minus the per share exercise price of the option, minus (ii) any amount previously paid out for such option pursuant to any previous Milestone Payment.