| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | MRNS | Common Stock | Disposed to Issuer | -$2.53K | -4.6K | -66.67% | $0.55 | 2.3K | Feb 7, 2025 | Direct | F1 |
| transaction | MRNS | Common Stock | Disposed to Issuer | -$5.85K | -10.6K | -100% | $0.55 | 0 | Feb 7, 2025 | By Trust | F1, F2 |
| transaction | MRNS | Common Stock | Disposed to Issuer | -$913 | -1.66K | -100% | $0.55 | 0 | Feb 7, 2025 | By Trust | F1, F3 |
| transaction | MRNS | Common Stock | Disposed to Issuer | -$913 | -1.66K | -100% | $0.55 | 0 | Feb 7, 2025 | By Trust | F1, F4 |
| transaction | MRNS | Common Stock | Disposed to Issuer | -$1.27K | -2.3K | -100% | $0.55 | 0 | Feb 11, 2025 | Direct | F1, F5 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | MRNS | Stock Option (Right to Buy) | Disposed to Issuer | $0 | -10.5K | -100% | $0.00 | 0 | Feb 11, 2025 | Common Stock | 10.5K | $1.40 | Direct | F6 |
| transaction | MRNS | Stock Option (Right to Buy) | Disposed to Issuer | $0 | -20.9K | -100% | $0.00 | 0 | Feb 11, 2025 | Common Stock | 20.9K | $9.74 | Direct | F6 |
| transaction | MRNS | Stock Option (Right to Buy) | Disposed to Issuer | $0 | -16.2K | -100% | $0.00 | 0 | Feb 11, 2025 | Common Stock | 16.2K | $5.94 | Direct | F6 |
| transaction | MRNS | Stock Option (Right to Buy) | Disposed to Issuer | $0 | -12.4K | -100% | $0.00 | 0 | Feb 11, 2025 | Common Stock | 12.4K | $10.40 | Direct | F6 |
| transaction | MRNS | Stock Option (Right to Buy) | Disposed to Issuer | $0 | -16.5K | -100% | $0.00 | 0 | Feb 11, 2025 | Common Stock | 16.5K | $12.60 | Direct | F6 |
| transaction | MRNS | Stock Option (Right to Buy) | Disposed to Issuer | $0 | -25K | -100% | $0.00 | 0 | Feb 11, 2025 | Common Stock | 25K | $8.28 | Direct | F6 |
| transaction | MRNS | Stock Option (Right to Buy) | Disposed to Issuer | $0 | -8.75K | -100% | $0.00 | 0 | Feb 11, 2025 | Common Stock | 8.75K | $15.84 | Direct | F6 |
| transaction | MRNS | Stock Option (Right to Buy) | Disposed to Issuer | $0 | -8.75K | -100% | $0.00 | 0 | Feb 11, 2025 | Common Stock | 8.75K | $24.76 | Direct | F6 |
| transaction | MRNS | Stock Option (Right to Buy) | Disposed to Issuer | $0 | -2.63K | -100% | $0.00 | 0 | Feb 11, 2025 | Common Stock | 2.63K | $4.84 | Direct | F6 |
| transaction | MRNS | Stock Option (Right to Buy) | Disposed to Issuer | $0 | -1.93K | -100% | $0.00 | 0 | Feb 11, 2025 | Common Stock | 1.93K | $6.00 | Direct | F6 |
| transaction | MRNS | Stock Option (Right to Buy) | Disposed to Issuer | $0 | -1.58K | -100% | $0.00 | 0 | Feb 11, 2025 | Common Stock | 1.58K | $57.20 | Direct | F6 |
Timothy M. Mayleben is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| Id | Content |
|---|---|
| F1 | 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 the Issuer's common stock (the "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. |
| F2 | Represents shares of Common Stock held by the Timothy M. Mayleben Revocable Trust U/A/D 9/16/16, of which the Reporting Person is the sole trustee. |
| F3 | The Reporting Person is trustee of the Ellery A. Mayleben 2017 Trust, and a member of his immediate family is the sole beneficiary of the trust. The Reporting Person disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose. |
| F4 | The Reporting Person is trustee of the Kasey D. Evans 2017 Trust, and a member of his immediate family is the sole beneficiary of the trust. The Reporting Person disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose. |
| F5 | Represents 2,300 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. |
| F6 | 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. |