William DeVaul - 16 Aug 2024 Form 4 Insider Report for Morphic Holding, Inc.

Role
General Counsel and Secretary
Signature
/s/ Robert Farrell, Attorney-in-Fact for William DeVaul
Issuer symbol
N/A
Transactions as of
16 Aug 2024
Net transactions value
$0
Form type
4
Filing time
20 Aug 2024, 19:01:54 UTC
Previous filing
07 Aug 2024
SEC
View on sec.gov

Key filing fact

William DeVaul filed Form 4 for Morphic Holding, Inc. on 20 Aug 2024.

Key facts

  • This page summarizes William DeVaul's Form 4 filing for Morphic Holding, Inc..
  • 11 reported transactions and 10 derivative rows are listed below.
  • Filing timestamp: 20 Aug 2024, 19:01.

Change

  • Previous filing in this sequence was filed on 07 Aug 2024.
  • Current net transaction value: $0.

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

MORF transaction

Common Stock

Disposed to Issuer

Transaction value
Shares
-19,587
Change %
-100%
Price
Shares after
0
Date
16 Aug 2024
Ownership
Direct
Footnotes
F1, F2

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

MORF transaction Derivative

Stock Option (Right to Buy)

Disposed to Issuer

Transaction value
Shares
-103,855
Change %
-100%
Price
Shares after
0
Date
16 Aug 2024
Ownership
Direct
Underlying class
Common Stock
Underlying amount
103,855
Exercise price
$4.32
Footnotes
F3, F4
MORF transaction Derivative

Stock Option (Right to Buy)

Disposed to Issuer

Transaction value
Shares
-15,508
Change %
-100%
Price
Shares after
0
Date
16 Aug 2024
Ownership
Direct
Underlying class
Common Stock
Underlying amount
15,508
Exercise price
$15.00
Footnotes
F3, F4
MORF transaction Derivative

Stock Option (Right to Buy)

Disposed to Issuer

Transaction value
Shares
-74,700
Change %
-100%
Price
Shares after
0
Date
16 Aug 2024
Ownership
Direct
Underlying class
Common Stock
Underlying amount
74,700
Exercise price
$15.42
Footnotes
F3, F4
MORF transaction Derivative

Stock Option (Right to Buy)

Disposed to Issuer

Transaction value
Shares
-75,000
Change %
-100%
Price
Shares after
0
Date
16 Aug 2024
Ownership
Direct
Underlying class
Common Stock
Underlying amount
75,000
Exercise price
$30.19
Footnotes
F4, F5
MORF transaction Derivative

Stock Option (Right to Buy)

Disposed to Issuer

Transaction value
Shares
-57,792
Change %
-100%
Price
Shares after
0
Date
16 Aug 2024
Ownership
Direct
Underlying class
Common Stock
Underlying amount
57,792
Exercise price
$44.75
Footnotes
F4, F6
MORF transaction Derivative

Stock Option (Right to Buy)

Disposed to Issuer

Transaction value
Shares
-62,160
Change %
-100%
Price
Shares after
0
Date
16 Aug 2024
Ownership
Direct
Underlying class
Common Stock
Underlying amount
62,160
Exercise price
$31.72
Footnotes
F4, F7
MORF transaction Derivative

Stock Option (Right to Buy)

Disposed to Issuer

Transaction value
Shares
-69,600
Change %
-100%
Price
Shares after
0
Date
16 Aug 2024
Ownership
Direct
Underlying class
Common Stock
Underlying amount
69,600
Exercise price
$27.79
Footnotes
F4, F8
MORF transaction Derivative

Restricted Stock Unit

Disposed to Issuer

Transaction value
Shares
-32,850
Change %
-100%
Price
Shares after
0
Date
16 Aug 2024
Ownership
Direct
Underlying class
Common Stock
Underlying amount
32,850
Exercise price
Footnotes
F9, F10, F11
MORF transaction Derivative

Restricted Stock Unit

Disposed to Issuer

Transaction value
Shares
-6,500
Change %
-100%
Price
Shares after
0
Date
16 Aug 2024
Ownership
Direct
Underlying class
Common Stock
Underlying amount
6,500
Exercise price
Footnotes
F9, F11, F12
MORF transaction Derivative

Restricted Stock Unit

Disposed to Issuer

Transaction value
Shares
-44,400
Change %
-100%
Price
Shares after
0
Date
16 Aug 2024
Ownership
Direct
Underlying class
Common Stock
Underlying amount
44,400
Exercise price
Footnotes
F9, F11, F13
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

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

Explanation of Responses:

Id Content
F1 On July 7, 2024, Morphic Holding, Inc., a Delaware corporation (the "Issuer" or the "Company"), entered into an Agreement and Plan of Merger (the "Merger Agreement") with Eli Lilly and Company, an Indiana corporation (the "Parent"), and Rainier Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of the Parent ("Merger Sub"). Pursuant to the Merger Agreement, the Merger Sub merged with and into the Company (the "Merger") with the Company surviving the Merger as a wholly owned subsidiary of the Parent.
F2 (Continued from Footnote 1) Upon the closing (the "Closing") of the Merger on August 16, 2024, each share of the Company's Common Stock, par value $0.0001 per share ("Common Stock"), was either (x) purchased by Purchaser for $57.00 per share (the "Offer Price"), without interest, less any applicable tax withholding or (y) automatically converted into the right to receive the Offer Price in cash without interest, less any applicable tax withholding.
F3 The Company Stock Option ("Option") is fully vested.
F4 Pursuant to the Merger Agreement, each Option that was outstanding but not vested as of immediately prior to the Closing (the "Unvested Option") became fully vested and exercisable (the "Vested Option"). Each Vested Option was automatically cancelled and converted into the right to receive an amount in cash without interest, less any applicable tax withholding, equal to the product obtained by multiplying (i) the excess, if any, of the Offer Price over the exercise price per share of Common Stock underlying such Option by (ii) the number of shares of Common Stock underlying such Option. If the exercise price per share of Common Stock of the underlying Option was equal to or greater than the Offer Price, such Option was cancelled without any cash payment or other consideration being made in respect thereof.
F5 The Option vests as to 2.0833% of the total shares monthly, beginning February 15, 2021, with 100% of the total shares vested and exercisable on January 15, 2025, subject to the reporting person's provision of service to the issuer on each vesting date.
F6 The Option vests as to 2.0833% of the total shares monthly, beginning February 14, 2022, with 100% of the total shares vested and exercisable on January 14, 2026, subject to the reporting person's provision of service to the issuer on each vesting date.
F7 The Option vests as to 2.0833% of the total shares monthly, beginning February 13, 2023, with 100% of the total shares vested and exercisable on January 13, 2027, subject to the reporting person's provision of service to the issuer on each vesting date.
F8 The Option vests as to 2.0833% of the total shares monthly, beginning February 12, 2024, with 100% of the total shares vested and exercisable on January 12, 2028, subject to the reporting person's provision of service to the issuer on each vesting date.
F9 Each Company Restricted Stock Unit ("RSUs") represents a contingent right to receive one (1) share of Common Stock upon settlement for no consideration.
F10 The RSUs vest as to 25% of the total shares on each of January 13, 2024, January 13, 2025, January 13, 2026 and January 13, 2027, subject to the reporting person's provision of service to the Issuer on each vesting date.
F11 Pursuant to the Merger Agreement, each RSU that was outstanding but not vested as of immediately prior to the Closing (the "Unvested RSU"), became immediately vested in full (the "Vested RSU"). Each Vested RSU was automatically cancelled and converted into the right to receive an amount in cash, without interest, less any applicable tax withholding, equal to the product obtained by multiplying (i) the Offer Price by (ii) the number of shares of Common Stock underlying such RSU.
F12 The RSUs vest as to 25% of the total shares on each of January 14, 2023, January 14, 2024, January 14, 2025 and January 14, 2026, subject to the reporting person's provision of service to the Issuer on each vesting date.
F13 The RSUs vest as to 25% of the total shares on each of January 12, 2025, January 12, 2026, January 12, 2027 and January 12, 2028, subject to the reporting person's provision of service to the Issuer on each vesting date.
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