Timothy A. Springer - Aug 16, 2024 Form 4 Insider Report for Morphic Holding, Inc. (MORF)

Role
Director, 10%+ Owner
Signature
/s/ /s/ Robert Farrell, Attorney-in-Fact for Timothy A. Springer
Stock symbol
MORF
Transactions as of
Aug 16, 2024
Transactions value $
$0
Form type
4
Date filed
8/20/2024, 07:10 PM
Previous filing
Aug 14, 2024
Next filing
Sep 26, 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 -4.61M -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 -2.77M -100% 0 Aug 16, 2024 See TAS Partners LLC F1, F2, F3
transaction MORF Common Stock Disposition pursuant to a tender of shares in a change of control transaction -42.9K -100% 0 Aug 16, 2024 By Spouse F1, F2

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 -4.29K -100% 0 Aug 16, 2024 Common Stock 4.29K $7.76 Direct F4, F5
transaction MORF Stock Option (Right to Buy) Disposed to Issuer -24K -100% 0 Aug 16, 2024 Common Stock 24K $15.00 Direct F4, F5
transaction MORF Stock Option (Right to Buy) Disposed to Issuer -90K -100% 0 Aug 16, 2024 Common Stock 90K $15.72 Direct F4, F5
transaction MORF Stock Option (Right to Buy) Disposed to Issuer -12K -100% 0 Aug 16, 2024 Common Stock 12K $22.96 Direct F4, F5
transaction MORF Stock Option (Right to Buy) Disposed to Issuer -10K -100% 0 Aug 16, 2024 Common Stock 10K $64.79 Direct F4, F5
transaction MORF Stock Option (Right to Buy) Disposed to Issuer -17.6K -100% 0 Aug 16, 2024 Common Stock 17.6K $24.49 Direct F4, F5
transaction MORF Stock Option (Right to Buy) Disposed to Issuer -12.5K -100% 0 Aug 16, 2024 Common Stock 12.5K $56.47 Direct F4, F5
transaction MORF Stock Option (Right to Buy) Disposed to Issuer -23.2K -100% 0 Aug 16, 2024 Common Stock 23.2K $30.52 Direct F5, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Timothy A. Springer 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 reporting person is the manager of TAS Partners LLC and has sole voting and dispositive power over such shares.
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 will vest in full on the earlier of (a) June 04, 2025 and (b) the next annual meeting of the issuer's stockholders, subject to the reporting person's provision of service to the issuer on the vesting date.