| 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 | -145 | -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 | -1.86M | -100% | 0 | Aug 16, 2024 | By Polaris Partners VII, L.P. | F1, F2, F3, F4 | ||
| transaction | MORF | Common Stock | Disposition pursuant to a tender of shares in a change of control transaction | -130K | -100% | 0 | Aug 16, 2024 | By Polaris Entrepreneurs' Fund VII, L.P. | F1, F2, F5 |
| 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 | -24K | -100% | 0 | Aug 16, 2024 | Common Stock | 24K | $15.00 | Direct | F6, F7 | ||
| transaction | MORF | Stock Option (Right to Buy) | Disposed to Issuer | -12K | -100% | 0 | Aug 16, 2024 | Common Stock | 12K | $22.96 | Direct | F6, F7 | ||
| transaction | MORF | Stock Option (Right to Buy) | Disposed to Issuer | -9.91K | -100% | 0 | Aug 16, 2024 | Common Stock | 9.91K | $64.79 | Direct | F6, F7 | ||
| transaction | MORF | Stock Option (Right to Buy) | Disposed to Issuer | -17.6K | -100% | 0 | Aug 16, 2024 | Common Stock | 17.6K | $24.49 | Direct | F6, F7 | ||
| transaction | MORF | Stock Option (Right to Buy) | Disposed to Issuer | -12.5K | -100% | 0 | Aug 16, 2024 | Common Stock | 12.5K | $56.47 | Direct | F6, F7 | ||
| transaction | MORF | Stock Option (Right to Buy) | Disposed to Issuer | -23.2K | -100% | 0 | Aug 16, 2024 | Common Stock | 23.2K | $30.52 | Direct | F7, F8 |
Amir Nashat is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| 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 shares are owned directly by PP VII. Polaris Management Co. VII, L.L.C. ("PMC VII") is the general partner of PP VII. The Reporting Person, a member of the Issuer's Board of Directors, is a member of PMC VII. Each of the Reporting Person, David Barrett ("Barrett"), Brian Chee ("Chee"), and Bryce Youngren ("Youngren" and, together with the Reporting Person, Barrett, and Chee, the "Managing Members") are the managing members of PMC VII. |
| F4 | Each of the Managing Members, in their respective capacities with respect to PMC VII, may be deemed to have shared voting and dispositive power over the shares held by PP VII. Each of PMC VII and the Managing Members disclaims beneficial ownership of these securities and this report shall not be deemed an admission that any one of them is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of their respective pecuniary interests therein. |
| F5 | The shares are owned directly by PEF VII. PMC VII is the general partner of PEF VII. Each of the Managing Members, in their respective capacities with respect to PMC VII, may be deemed to have shared voting and dispositive power over the shares held by PEF VII. Each of PMC VII and the Managing Members disclaims beneficial ownership of these securities and this report shall not be deemed an admission that any one of them is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of their respective pecuniary interests therein. |
| F6 | The Company Stock Option ("Option") is fully vested. |
| F7 | 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. |
| F8 | 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. |