Simon Peter Cooper - 16 Aug 2024 Form 4 Insider Report for Morphic Holding, Inc.

Role: CMO
Signature: /s/ Robert Farrell, Attorney-in-Fact for Simon Peter Cooper
Issuer symbol: N/A
Transactions as of: 16 Aug 2024
Net transactions value: $0
Form type: 4
Filing time: 20 Aug 2024, 19:02:57 UTC
Previous filing: 19 Mar 2024
SEC: View on sec.gov

Key filing fact

Simon Peter Cooper filed Form 4 for Morphic Holding, Inc. on 20 Aug 2024.

Key facts

This page summarizes Simon Peter Cooper's Form 4 filing for Morphic Holding, Inc..
3 reported transactions and 3 derivative rows are listed below.
Filing timestamp: 20 Aug 2024, 19:02.

Change

Previous filing in this sequence was filed on 19 Mar 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

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

MORF transaction Derivative

Stock Option (Right to Buy)

Disposed to Issuer

Transaction value
Shares: -170,000
Change %: -100%
Price
Shares after: 0
Date: 16 Aug 2024
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 170,000
Exercise price: $33.46
Footnotes: F1, F2, F3, F4

MORF transaction Derivative

Restricted Stock Unit

Disposed to Issuer

Transaction value
Shares: -14,000
Change %: -100%
Price
Shares after: 0
Date: 16 Aug 2024
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 14,000
Exercise price
Footnotes: F1, F2, F5, F6, F7

MORF transaction Derivative

Restricted Stock Unit

Disposed to Issuer

Transaction value
Shares: -7,000
Change %: -100%
Price
Shares after: 0
Date: 16 Aug 2024
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 7,000
Exercise price
Footnotes: F1, F2, F5, F7, F8

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

Simon Peter Cooper 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") vests as to 25% of the total shares on March 18, 2025, and then 2.0833% of the remaining shares shall vest monthly thereafter, subject to the reporting person's provision of service to the issuer on each vesting date.
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	Each Company Restricted Stock Unit ("RSUs") represents a contingent right to receive one (1) share of Common Stock upon settlement for no consideration.
F6	The RSUs vest as to 25% of the total shares on each of March 18, 2025, March 18, 2026. March 18, 2027 and March 18, 2028, subject to the reporting person's provision of service to the issuer on each vesting date.
F7	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.
F8	The RSUs vest as to 50% of the total shares on March 18, 2025 and 50% of the total shares on September, 2025, subject to the reporting person's provision of service to the issuer on each vesting date.