Key facts
- This page summarizes Scott Braunstein's Form 4 filing for MARINUS PHARMACEUTICALS, INC..
- 12 reported transactions and 9 derivative rows are listed below.
- Accepted by SEC: 11 Feb 2025, 09:11.
Key filing fact
Ownership activity is grounded in SEC Form 4 disclosures.
Shares, units, or other non-derivative securities reported in this filing.
Purchase
Disposed to Issuer
Disposed to Issuer
Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.
Disposed to Issuer
Disposed to Issuer
Disposed to Issuer
Disposed to Issuer
Disposed to Issuer
Disposed to Issuer
Disposed to Issuer
Disposed to Issuer
Disposed to Issuer
Additional SEC filing notes
Section 16 status
Scott Braunstein is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.
Footnote F1
This purchase of the Issuer's common stock (the "Common Stock") on August 14, 2024 resulted in unintentional matching transactions for Section 16(b) reporting purposes. As a result, the Reporting Person has voluntarily paid to the Issuer $52,582.55 prior to the filing of this Form 4, representing the full amount of the profit realized in connection with the matching transactions less expenses, calculated in accordance with Section 16(b). The purchase of Common Stock on August 14, 2024 was matched against the Reporting Person's sale of Common Stock on February 16, 2024 pursuant to a Rule 10b5-1 Plan adopted by the Reporting Person on May 16, 2022 to cover tax obligations in connection with the vesting of restricted stock units.
Footnote F2
The price reported in column 4 is a weighted-average price. These shares were purchased in multiple transactions at prices ranging from $1.09 to $1.10, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
Footnote F3
On December 29, 2024, the Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement") with Immedica Pharma AB, a corporation organized and existing under the laws of Sweden ("Parent"), and Matador Subsidiary, Inc. a Delaware corporation and a wholly owned subsidiary of Parent ("Purchaser"). Pursuant to the terms of the Merger Agreement and the Offer (as defined in the Merger Agreement), each share of Common Stock held by the Reporting Person was acquired, subject to adjustment, at a purchase price of $0.55 per share (the "Offer Price") in cash.
Footnote F4
Represents 179,536 shares underlying Restricted Stock Units (the "RSUs"). Pursuant to the terms of the Merger Agreement, at the effective time of the merger (the "Effective Time"), each outstanding RSU was terminated in exchange for a lump sum cash payment equal to (i) the Offer Price multiplied by (ii) the number of shares of Common Stock underlying the RSU.
Footnote F5
Pursuant to the terms of the Merger Agreement, at the Effective Time, each outstanding out-of-the-money stock option (i.e., a stock option that has an exercise price per share that is greater than the Offer Price) was terminated and the Reporting Person was not entitled to any payment in respect thereof.