SEC Form 4
| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol CHIASMA, INC [ CHMA ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 08/05/2021 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 08/05/2021 | D(1) | 25,000 | D(2) | (2) | 0 | I | See Footnote(3) | ||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Option (Right to Buy) | $3.29 | 08/05/2021 | D(1)(4) | 91,954 | (4) | (4) | Common Stock | 91,954 | $0.00 | 0 | D | ||||
| Stock Option (Right to Buy) | $5.57 | 08/05/2021 | D(1)(4) | 72,683 | (4) | (4) | Common Stock | 72,683 | $0.00 | 0 | D | ||||
| Stock Option (Right to Buy) | $3.14 | 08/05/2021 | D(1)(4) | 10,000 | (4) | (4) | Common Stock | 10,000 | $0.00 | 0 | D | ||||
| Stock Option (Right to Buy) | $1.35 | 08/05/2021 | D(1)(4) | 13,000 | (4) | (4) | Common Stock | 13,000 | $0.00 | 0 | D | ||||
| Stock Option (Right to Buy) | $1.45 | 08/05/2021 | D(1)(4) | 13,000 | (4) | (4) | Common Stock | 13,000 | $0.00 | 0 | D | ||||
| Stock Option (Right to Buy) | $7.98 | 08/05/2021 | D(1)(4) | 13,000 | (4) | (4) | Common Stock | 13,000 | $0.00 | 0 | D | ||||
| Stock Option (Right to Buy) | $5.81 | 08/05/2021 | D(1)(4) | 13,000 | (4) | (4) | Common Stock | 13,000 | $0.00 | 0 | D | ||||
| Explanation of Responses: |
| 1. This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement") dated as of May 4, 2021, by and among Chiasma, Inc. (the "Company), Amryt Pharma plc ("Parent"), and Acorn Merger Sub, Inc., an indirect wholly-owned subsidiary of Parent ("Merger Sub") pursuant to which Merger Sub merged with and into the Company (the "Merger") with the Company surviving as an indirect wholly owned subsidiary of Parent effective as of August [5], 2021 (the "Effective Time"). |
| 2. At the Effective Time, each share of common stock of the Company (each, a "Share") (excluding any Shares held in the treasury of the Company or owned, directly or indirectly, by Parent or Merger Sub immediately prior to the Effective Time) was cancelled and converted into the right to receive 0.396 (the "Exchange Ratio") American Depositary Shares of Parent ("Parent ADS") representing five ordinary shares of Parent. |
| 3. Shares held by Three Colleens Investment LLC, a limited liability company jointly owned and managed by the Reporting Person and his spouse. This Form 4 shall not be deemed an admission of beneficial ownership of these shares by the Reporting Person except to the extent of his pecuniary interest therein. |
| 4. At the Effective Time, each option to purchase Shares (each, a "Company Option") that was outstanding and unexercised prior to the Effective Time, whether or not vested, by virtue of the Merger, ceased to represent a right to acquire Shares and was converted into the option to purchase Parent ADSs (each an "Assumed Stock Option"). The number of Parent ADSs shall be equal to (i) number of Shares subject to each Company Option immediately prior to the Effective Time multiplied by (ii) Exchange Ratio, rounded down, if necessary, to the nearest whole number of Parent ADSs, and such Assumed Stock Option shall have an exercise price per Parent ADS (rounded up to the nearest cent) equal to (a) the exercise price per Share otherwise purchasable pursuant to such Company Option divided by (b) the Exchange Ratio. |
| Remarks: |
| /s/ Lee G. Giguere, Attorney-in-Fact | 08/05/2021 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||