Jeannette Potts - 14 Oct 2022 Form 4 Insider Report for Forma Therapeutics Holdings, Inc. (FMTX)

Role
Officer Title: SVP, General Counsel and Corporate Secretary
Signature
/s/ Jeannette Potts
Issuer symbol
FMTX
Transactions as of
14 Oct 2022
Net transactions value
$0
Form type
4
Filing time
14 Oct 2022, 16:07:33 UTC
Previous filing
02 Mar 2022
Next filing
15 Jun 2023
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction FMTX Common Stock Disposition pursuant to a tender of shares in a change of control transaction -3,400 -100% 0 14 Oct 2022 Direct F1
transaction FMTX Common Stock Disposition pursuant to a tender of shares in a change of control transaction -43,958 -100% 0 14 Oct 2022 Direct F1, F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction FMTX Stock Option (Right to Buy) Disposed to Issuer -111,746 -100% 0 14 Oct 2022 Common Stock 111,746 $5.05 Direct F1, F3
transaction FMTX Stock Option (Right to Buy) Disposed to Issuer -11,689 -100% 0 14 Oct 2022 Common Stock 11,689 $5.05 Direct F1, F3
transaction FMTX Stock Option (Right to Buy) Disposed to Issuer -105,201 -100% 0 14 Oct 2022 Common Stock 105,201 $5.43 Direct F1, F3
transaction FMTX Stock Option (Right to Buy) Disposed to Issuer -72,004 -100% 0 14 Oct 2022 Common Stock 72,004 $20.00 Direct F1, F3
transaction FMTX Stock Option (Right to Buy) Disposed to Issuer -43,550 -100% 0 14 Oct 2022 Common Stock 43,550 $38.61 Direct F1, F3
transaction FMTX Stock Option (Right to Buy) Disposed to Issuer -37,500 -100% 0 14 Oct 2022 Common Stock 37,500 $9.86 Direct F1, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Jeannette Potts is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of August 31, 2022, by and among Forma Therapeutics Holdings, Inc. (the "Issuer"), Novo Nordisk A/S (the "Parent"), and NNUS New Dev, Inc., a wholly owned indirect subsidiary of Parent ("Merger Sub"), pursuant to which Merger Sub completed a cash tender offer for shares of common stock of the Issuer (each, a "Share") and thereafter merged with and into the Issuer (the "Merger"), effective as of October 14, 2022 (the "Effective Time"). At the Effective Time, each issued and outstanding Share was cancelled and converted into the right to receive $20.00 in cash (the "Merger Consideration"), subject to withholding of applicable taxes and without interest.
F2 Consists of restricted stock units ("RSUs"), including those RSUs settled into Shares upon vesting. Pursuant to the terms of the Merger Agreement, at the Effective Time, each RSU (whether vested or unvested) that was outstanding immediately prior to the Effective Time, was cancelled and converted into the right to receive, for each Share underlying such RSU, an amount in cash equal to the Merger Consideration, subject to withholding of applicable taxes and without interest.
F3 Pursuant to the terms of the Merger Agreement, at the Effective Time, each option (whether vested or unvested) that was outstanding and unexercised immediately prior to the Effective Time, was cancelled and converted into the right to receive, for each Share underlying such option, an amount in cash equal to the excess, if any, of the Merger Consideration over the exercise price per share of such option. Each option that was outstanding and unexercised immediately prior to the Effective Time which had a per share exercise price greater than or equal to the Merger Consideration was cancelled with no consideration payable.

Remarks:

Officer Title: SVP, General Counsel and Corporate Secretary