10/07/2025 | Press release | Distributed by Public on 10/07/2025 14:30
FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Stock Option (Right to Buy) | $3.34 | 10/07/2025 | D | 300,000 | (4) | 02/11/2035 | Common Stock | 300,000 | $ 0 | 0 | D | ||||
Stock Option (Right to Buy) | $3.25 | 10/07/2025 | D | 84,500 | (4) | 02/25/2029 | Common Stock | 84,500 | $ 0 | 0 | D | ||||
Stock Option (Right to Buy) | $4.31 | 10/07/2025 | D | 249,000 | (4) | 01/31/2032 | Common Stock | 249,000 | $ 0 | 0 | D | ||||
Stock Option (Right to Buy) | $3.81 | 10/07/2025 | D | 496,674 | (4) | 03/07/2027 | Common Stock | 496,674 | $ 0 | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Tucker John H C/O SCPHARMACEUTICALS INC 25 BURLINGTON MALL ROAD, SUITE 203 BURLINGTON, MA 01803 |
X | President and CEO |
/s/ Rachael Nokes, Attorney-in-fact for John H. Tucker | 10/07/2025 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | In connection with the terms of an Agreement and Plan of Merger, dated as of August 24, 2025 (as amended, the "Merger Agreement"), by and among the Issuer, MannKind Corporation ("Parent") and Seacoast Merger Sub, Inc., a direct wholly owned subsidiary of Parent ("Purchaser"), Purchaser completed a tender offer for shares of the Issuer's Common Stock. Tendering stockholders received per share consideration of $5.35 in cash per share, subject to any applicable withholding taxes and without interest thereon, plus one non-tradable contingent value right ("CVR") per share, representing the right to receive one contingent payment of $1.00, in cash, |
(2) | (Continued from footnote 1) subject to any applicable withholding taxes and without interest thereon, upon achievement of the specified milestone. After completion of the tender offer, Purchaser merged with and into the Issuer (the "Merger"), effective as of October 7, 2025 (the "Effective Time"), with the Issuer continuing as the surviving entity and a wholly owned subsidiary of Parent. |
(3) | Pursuant to the terms of the Merger Agreement, immediately prior to the Effective Time, each time-based restricted stock unit award with respect to shares that is, at the time of determination, subject to vesting or forfeiture conditions ("RSU Award") that is outstanding as of immediately prior thereto, shall (a) accelerate and become fully vested, and (b) by virtue of the Merger automatically (except as otherwise provided in the Merger Agreement) and without any action on the part of the Issuer, Parent or the holder thereof, be canceled and terminated and converted into the right to receive (i) an amount in cash equal to the product of the number of shares underlying such RSU Award immediately prior to the Effective Time multiplied by $5.35, subject to any applicable withholding taxes and without interest thereon plus (ii) one CVR with respect to each share subject to such RSU Award immediately prior to the Effective Time. |
(4) | Pursuant to the terms of the Merger Agreement, immediately prior to the Effective Time, each option to purchase Shares (a "Company Option") that is outstanding and unexercised as of immediately prior to the Effective Time and that that has an exercise price per share that is less than $5.35, whether or not then vested or exercisable, was cancelled and converted into the right to receive (i) an amount in cash, without interest and subject to any applicable withholding taxes, equal to (A) the total number of shares subject to such Company Option immediately prior to such cancellation multiplied by (B) the excess, if any, of (x) $5.35 over (y) the exercise price payable per share underlying such Company Option and (ii) one CVR in respect of each Share subject to such Company Option. |