Praveen P. Tipirneni - Aug 16, 2024 Form 4 Insider Report for Morphic Holding, Inc. (MORF)

Role: President and CEO, Director
Signature: /s/ Robert Farrell, Attorney-in-Fact for Praveen P. Tipirneni
Stock symbol: MORF
Transactions as of: Aug 16, 2024
Transactions value $: $0
Form type: 4
Date filed: 8/20/2024, 07:09 PM
Previous filing: Jul 10, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	MORF	Common Stock	Disposition pursuant to a tender of shares in a change of control transaction		-42.5K	-100%		0	Aug 16, 2024	Direct	F1, F2
transaction	MORF	Common Stock	Disposition pursuant to a tender of shares in a change of control transaction		-614K	-100%		0	Aug 16, 2024	By The Praveen P. Tipirneni Irrevocable Trust of 2019	F1, F2, F3

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	MORF	Stock Option (Right to Buy)	Disposed to Issuer		-340K	-100%		0	Aug 16, 2024	Common Stock	340K	$4.32	Direct	F4, F5
transaction	MORF	Stock Option (Right to Buy)	Disposed to Issuer		-273K	-100%		0	Aug 16, 2024	Common Stock	273K	$15.42	Direct	F4, F5
transaction	MORF	Stock Option (Right to Buy)	Disposed to Issuer		-205K	-100%		0	Aug 16, 2024	Common Stock	205K	$30.19	Direct	F5, F6
transaction	MORF	Stock Option (Right to Buy)	Disposed to Issuer		-224K	-100%		0	Aug 16, 2024	Common Stock	224K	$44.75	Direct	F5, F7
transaction	MORF	Stock Option (Right to Buy)	Disposed to Issuer		-177K	-100%		0	Aug 16, 2024	Common Stock	177K	$31.72	Direct	F5, F8
transaction	MORF	Stock Option (Right to Buy)	Disposed to Issuer		-206K	-100%		0	Aug 16, 2024	Common Stock	206K	$27.79	Direct	F5, F9
transaction	MORF	Restricted Stock Unit	Disposed to Issuer		-88.5K	-100%		0	Aug 16, 2024	Common Stock	88.5K		Direct	F10, F11, F12
transaction	MORF	Restricted Stock Unit	Disposed to Issuer		-25K	-100%		0	Aug 16, 2024	Common Stock	25K		Direct	F10, F12, F13
transaction	MORF	Restricted Stock Unit	Disposed to Issuer		-137K	-100%		0	Aug 16, 2024	Common Stock	137K		Direct	F10, F12, F14

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

Praveen P. Tipirneni 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	These securities are held of record by Sonali N. Shah, Trustee of The Praveen P. Tipirneni Irrevocable Trust of 2019. The reporting person disclaims beneficial ownership of the shares except to the extent of his pecuniary interest therein.
F4	The Company Stock Option ("Option") is fully vested.
F5	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.
F6	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.
F7	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.
F8	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.
F9	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.
F10	Each Company Restricted Stock Unit ("RSUs") represents a contingent right to receive one (1) share of Common Stock upon settlement for no consideration.
F11	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.
F12	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.
F13	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.
F14	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.