Scott Braunstein - 14 Aug 2024 Form 4 Insider Report for MARINUS PHARMACEUTICALS, INC.

Source evidence Original filing metadata and source links for verification. 5 source fields
SEC form
4
Accepted by SEC
11 Feb 2025, 09:11:48 UTC
Prior SEC filing
07 Aug 2024
Next SEC filing
21 Feb 2025
Source filing
View source filing
Reporting owner 1 detail
Reporting owner signature
/s/ Debra A. Mohollen, Attorney-in-Fact

Key filing fact

Scott Braunstein filed Form 4 for MARINUS PHARMACEUTICALS, INC. on 11 Feb 2025.

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.

Change

  • Previous filing in this sequence was filed on 07 Aug 2024.
  • Current net transaction value: -$161,004.

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.

MRNS transaction

Common Stock

Purchase

Transaction value
$6,526
Shares
+5,933
Change %
+2%
Price
$1.10
Shares after
304,600
Date
14 Aug 2024
Ownership
Direct
Footnotes
F1, F2
MRNS transaction

Common Stock

Disposed to Issuer

Transaction value
$68,785
Shares
-125,064
Change %
-41%
Price
$0.5500
Shares after
179,536
Date
07 Feb 2025
Ownership
Direct
Footnotes
F3
MRNS transaction

Common Stock

Disposed to Issuer

Transaction value
$98,745
Shares
-179,536
Change %
-100%
Price
$0.5500
Shares after
0
Date
11 Feb 2025
Ownership
Direct
Footnotes
F3, F4

Reported derivative securities

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

MRNS transaction Derivative

Stock Option (Right to Buy)

Disposed to Issuer

Transaction value
$0
Shares
-167,825
Change %
-100%
Price
$0.000000
Shares after
0
Date
11 Feb 2025
Ownership
Direct
Underlying class
Common Stock
Underlying amount
167,825
Exercise price
$1.40
Footnotes
F5
MRNS transaction Derivative

Stock Option (Right to Buy)

Disposed to Issuer

Transaction value
$0
Shares
-335,650
Change %
-100%
Price
$0.000000
Shares after
0
Date
11 Feb 2025
Ownership
Direct
Underlying class
Common Stock
Underlying amount
335,650
Exercise price
$9.74
Footnotes
F5
MRNS transaction Derivative

Stock Option (Right to Buy)

Disposed to Issuer

Transaction value
$0
Shares
-360,000
Change %
-100%
Price
$0.000000
Shares after
0
Date
11 Feb 2025
Ownership
Direct
Underlying class
Common Stock
Underlying amount
360,000
Exercise price
$5.94
Footnotes
F5
MRNS transaction Derivative

Stock Option (Right to Buy)

Disposed to Issuer

Transaction value
$0
Shares
-193,050
Change %
-100%
Price
$0.000000
Shares after
0
Date
11 Feb 2025
Ownership
Direct
Underlying class
Common Stock
Underlying amount
193,050
Exercise price
$10.40
Footnotes
F5
MRNS transaction Derivative

Stock Option (Right to Buy)

Disposed to Issuer

Transaction value
$0
Shares
-290,000
Change %
-100%
Price
$0.000000
Shares after
0
Date
11 Feb 2025
Ownership
Direct
Underlying class
Common Stock
Underlying amount
290,000
Exercise price
$12.60
Footnotes
F5
MRNS transaction Derivative

Stock Option (Right to Buy)

Disposed to Issuer

Transaction value
$0
Shares
-450,000
Change %
-100%
Price
$0.000000
Shares after
0
Date
11 Feb 2025
Ownership
Direct
Underlying class
Common Stock
Underlying amount
450,000
Exercise price
$8.28
Footnotes
F5
MRNS transaction Derivative

Stock Option (Right to Buy)

Disposed to Issuer

Transaction value
$0
Shares
-200,000
Change %
-100%
Price
$0.000000
Shares after
0
Date
11 Feb 2025
Ownership
Direct
Underlying class
Common Stock
Underlying amount
200,000
Exercise price
$4.28
Footnotes
F5
MRNS transaction Derivative

Stock Option (Right to Buy)

Disposed to Issuer

Transaction value
$0
Shares
-15,917
Change %
-100%
Price
$0.000000
Shares after
0
Date
11 Feb 2025
Ownership
Direct
Underlying class
Common Stock
Underlying amount
15,917
Exercise price
$15.84
Footnotes
F5
MRNS transaction Derivative

Stock Option (Right to Buy)

Disposed to Issuer

Transaction value
$0
Shares
-7,500
Change %
-100%
Price
$0.000000
Shares after
0
Date
11 Feb 2025
Ownership
Direct
Underlying class
Common Stock
Underlying amount
7,500
Exercise price
$31.76
Footnotes
F5
* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

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.

Explanation of responses 5 footnotes

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.

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