Filing Details
- Accession Number:
- 0001104659-25-011239
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2025-02-11 09:11:48
- Reporting Period:
- 2024-08-14
- Accepted Time:
- 2025-02-11 09:11:48
- SEC Url:
- Form 4 Filing
Issuer
| Cik | Name | Symbol | Sector (SIC) | IRS No |
|---|---|---|---|---|
| 1267813 | Marinus Pharmaceuticals Inc. | MRNS | Pharmaceutical Preparations (2834) | 000000000 |
Insiders
| Cik | Name | Reported Address | Insider Title | Director | Officer | Large Shareholder | Other |
|---|---|---|---|---|---|---|---|
| 1643875 | Scott Braunstein | 5 Radnor Corporate Center, Suite 500 100 Matsonford Rd Radnor PA 19087 | Chairman And Ceo | Yes | Yes | No | No |
Reported Non-Derivative Transactions
| Sec. Name | Acquisiton - Disposition | Date | Amount | Price | Remaning Holdings | Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|---|---|---|---|---|---|
| Common Stock | Acquisiton | 2024-08-14 | 5,933 | $1.10 | 304,600 | No | 4 | P | Direct | |
| Common Stock | Disposition | 2025-02-07 | 125,064 | $0.55 | 179,536 | No | 4 | D | Direct | |
| Common Stock | Disposition | 2025-02-11 | 179,536 | $0.55 | 0 | No | 4 | D | Direct |
| Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|
| No | 4 | P | Direct | |
| No | 4 | D | Direct | |
| No | 4 | D | Direct |
Reported Derivative Transactions
| Sec. Name | Sec. Type | Acquisiton - Disposition | Date | Amount | Price | Amount - 2 | Price - 2 |
|---|---|---|---|---|---|---|---|
| Common Stock | Stock Option (Right to Buy) | Disposition | 2025-02-11 | 167,825 | $0.00 | 167,825 | $1.40 |
| Common Stock | Stock Option (Right to Buy) | Disposition | 2025-02-11 | 335,650 | $0.00 | 335,650 | $9.74 |
| Common Stock | Stock Option (Right to Buy) | Disposition | 2025-02-11 | 360,000 | $0.00 | 360,000 | $5.94 |
| Common Stock | Stock Option (Right to Buy) | Disposition | 2025-02-11 | 193,050 | $0.00 | 193,050 | $10.40 |
| Common Stock | Stock Option (Right to Buy) | Disposition | 2025-02-11 | 290,000 | $0.00 | 290,000 | $12.60 |
| Common Stock | Stock Option (Right to Buy) | Disposition | 2025-02-11 | 450,000 | $0.00 | 450,000 | $8.28 |
| Common Stock | Stock Option (Right to Buy) | Disposition | 2025-02-11 | 200,000 | $0.00 | 200,000 | $4.28 |
| Common Stock | Stock Option (Right to Buy) | Disposition | 2025-02-11 | 15,917 | $0.00 | 15,917 | $15.84 |
| Common Stock | Stock Option (Right to Buy) | Disposition | 2025-02-11 | 7,500 | $0.00 | 7,500 | $31.76 |
| Remaning Holdings | Exercise Date | Expiration Date | Equity Swap Involved | Transaction Form Type | Transaction Code | Nature of Ownership |
|---|---|---|---|---|---|---|
| 0 | 2034-06-18 | No | 4 | D | Direct | |
| 0 | 2034-01-18 | No | 4 | D | Direct | |
| 0 | 2033-01-26 | No | 4 | D | Direct | |
| 0 | 2032-02-04 | No | 4 | D | Direct | |
| 0 | 2031-01-15 | No | 4 | D | Direct | |
| 0 | 2030-01-08 | No | 4 | D | Direct | |
| 0 | 2029-08-06 | No | 4 | D | Direct | |
| 0 | 2029-02-26 | No | 4 | D | Direct | |
| 0 | 2028-09-19 | No | 4 | D | Direct |
Footnotes
- 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.
- 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.
- 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.
- 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.
- 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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