12/09/2025 | Press release | Distributed by Public on 12/09/2025 16:29
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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) | ||
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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 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 | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Frazier Life Sciences Public Fund, L.P. C/O FRAZIER LIFE SCIENCES MANAGEMENT, L. 1001 PAGE MILL RD, BUILDING 4, SUITE B PALO ALTO, CA 94304 |
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FHMLSP, L.P. FRAZIER LIFE SCIENCES MANAGEMENT, L.P. 1001 PAGE MILL RD, BUILDING 4, SUITE B PALO ALTO, CA 94304 |
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FHMLSP, L.L.C. FRAZIER LIFE SCIENCES MANAGEMENT, L.P 1001 PAGE MILL RD, BUILDING 4, SUITE B PALO ALTO, CA 94304 |
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| /s/ Steve R. Bailey, CFO of FHMLSP, L.L.C., GP of FHMLSP, L.P., GP of Frazier Life Sciences Public Fund, L.P. | 12/09/2025 | |
| **Signature of Reporting Person | Date | |
| /s/ Steve R. Bailey, CFO of FHMLSP, L.L.C., GP of FHMLSP, L.P. | 12/09/2025 | |
| **Signature of Reporting Person | Date | |
| /s/ Steve R. Bailey, CFO of FHMLSP, L.L.C. | 12/09/2025 | |
| **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) | Reflects disposition of the Issuer's equity securities on December 9, 2025 upon the consummation of the transactions contemplated by the Agreement and Plan of Merger (the "Merger Agreement"), dated as of October 24, 2025, by and among Issuer, Eli Lilly and Company ("Parent") and Tigers Acquisition Corporation, a wholly owned subsidiary of Parent ("Merger Sub"), including the consummation of the merger between Issuer and Merger Sub and related tender offer from Merger Sub to the stockholders of the Issuer (the "Offer"). Pursuant to the Offer, Merger Sub purchased each share of the Issuer's Common Stock ("Shares") held by the Reporting Person in exchange for (i) $3.56 per share in cash plus (ii) one non-tradable contingent value right ("CRV") that entitles the holder to receive up to an additional $8.91 per CVR in cash upon the achievement of two milestones described in the Merger Agreement. |
| (2) | The shares are held directly by Frazier Life Sciences Public Fund, L.P. FHMLSP, L.P. is the general partner of Frazier Life Sciences Public Fund, L.P. and FHMLSP, L.L.C. is the general partner of FHMLSP, L.P. |