Jigar Raythatha - 15 Jul 2021 Form 4 Insider Report for CONSTELLATION PHARMACEUTICALS INC

Reporting relationship: Officer, Director
Issuer ticker: N/A
Reported as of: 15 Jul 2021
Net transaction value: $0
SEC form: 4
Accepted by SEC: 19 Jul 2021, 17:37:06 UTC
Next SEC filing: 15 Sep 2021
Source filing: View source filing
Reporting owner signature: /s/ Emma Reeve, as Attorney-in-Fact for Jigar Raythatha

Key filing fact

Jigar Raythatha filed Form 4 for CONSTELLATION PHARMACEUTICALS INC on 19 Jul 2021.

Key facts

This page summarizes Jigar Raythatha's Form 4 filing for CONSTELLATION PHARMACEUTICALS INC.
8 reported transactions and 7 derivative rows are listed below.
Accepted by SEC: 19 Jul 2021, 17:37.

Change

No earlier filing in this sequence is available for direct comparison.
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.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

CNST transaction

Common Stock

Disposed to Issuer

Transaction value
Shares: -14,961
Change %: -100%
Price
Shares after: 0
Date: 15 Jul 2021
Ownership: Direct
Footnotes: F1

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

CNST transaction Derivative

Stock Option (Right to Buy)

Disposed to Issuer

Transaction value
Shares: -200,000
Change %: -100%
Price
Shares after: 0
Date: 15 Jul 2021
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 200,000
Exercise price: $36.06
Footnotes: F2

CNST transaction Derivative

Stock Option (right to buy)

Disposed to Issuer

Transaction value
Shares: -306,938
Change %: -100%
Price
Shares after: 0
Date: 15 Jul 2021
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 306,938
Exercise price: $11.50
Footnotes: F2

CNST transaction Derivative

Stock Option (right to buy)

Disposed to Issuer

Transaction value
Shares: -245,000
Change %: -100%
Price
Shares after: 0
Date: 15 Jul 2021
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 245,000
Exercise price: $8.76
Footnotes: F2

CNST transaction Derivative

Stock Option (right to buy)

Disposed to Issuer

Transaction value
Shares: -141,929
Change %: -100%
Price
Shares after: 0
Date: 15 Jul 2021
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 141,929
Exercise price: $8.04
Footnotes: F2

CNST transaction Derivative

Stock Option (right to buy)

Disposed to Issuer

Transaction value
Shares: -141,929
Change %: -100%
Price
Shares after: 0
Date: 15 Jul 2021
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 141,929
Exercise price: $7.60
Footnotes: F2

CNST transaction Derivative

Stock Option (right to buy)

Disposed to Issuer

Transaction value
Shares: -423,940
Change %: -100%
Price
Shares after: 0
Date: 15 Jul 2021
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 423,940
Exercise price: $5.51
Footnotes: F2

CNST transaction Derivative

Stock Options (Right to buy)

Disposed to Issuer

Transaction value
Shares: -204,500
Change %: -100%
Price
Shares after: 0
Date: 15 Jul 2021
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 204,500
Exercise price: $35.50
Footnotes: F2

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

Jigar Raythatha is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 2 footnotes

Footnote F1

This Form 4 reports securities disposed of under the terms of the Agreement and Plan of Merger (the "Agreement"), dated as of June 2, 2021, among Constellation Pharmaceuticals, Inc. (the "Company"), MorphoSys AG ("Parent") and MorphoSys Development Inc. ("Purchaser"), an indirect wholly owned subsidiary of Parent. Pursuant to the Agreement, on July 15, 2021 (the "Effective Time"), Purchaser merged with and into the Company, with the Company becoming a wholly owned subsidiary of Parent (the "Merger"). In connection with the consummation of the Merger, at the Effective Time, each share of common stock, par value $0.0001 per share, of the Company ("Common Stock") that was outstanding immediately prior to the Effective Time (other than certain shares specified in the Agreement) was converted into the right to receive $34.00 in cash, without interest and subject to any required withholding of taxes (the "Merger Consideration").

Footnote F2

This Form 4 reports securities disposed of under the terms of the Agreement and Plan of Merger (the ''Agreement''), dated as of June 2, 2021, among Constellation Pharmaceuticals, Inc. (the "Company"), MorphoSys AG ("Parent") and MorphoSys Development Inc. ("Purchaser"), an indirect wholly owned subsidiary of Parent. Pursuant to the Agreement, on July 15, 2021 (the "Effective Time"), Purchaser merged with and into the Company, with the Company becoming a wholly owned subsidiary of Parent (the "Merger"). In connection with the consummation of the Merger, at the Effective Time, each share of common stock, par value $0.0001 per share, of the Company ("Common Stock") that was outstanding immediately prior to the Effective Time (other than certain shares specified in the Agreement) was converted into the right to receive $34.00 in cash, without interest and subject to any required withholding of taxes (the "Merger Consideration").

SEC remarks

In connection with the consummation of the Merger, at the Effective Time, (a) immediately prior to the Effective Time, each outstanding Company stock option accelerated and became fully vested and exercisable; and (b) at the Effective Time, each unexercised outstanding Company stock option was cancelled in exchange for the right to receive a cash payment equal to the product of (i) the excess, if any, of the Merger Consideration, over the per share exercise price, and (ii) the number of shares of Common Stock subject to such Company stock option. Any company stock options that had an exercise price per share that was equal to or greater than the Merger Consideration was cancelled for no consideration.