Statement of Changes in Beneficial Ownership (4)
August 05 2021 - 6:05PM
Edgar (US Regulatory)
FORM 4
[X]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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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1. Name and Address of Reporting Person
*
LUDLAM WILLIAM |
2. Issuer Name and Ticker or Trading Symbol
CHIASMA, INC
[
CHMA
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
See Remarks |
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(Last)
(First)
(Middle)
C/O CHIASMA, INC., 140 KENDRICK STREET BUILDING C EAST |
3. Date of Earliest Transaction
(MM/DD/YYYY)
8/5/2021 |
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(Street)
NEEDHAM, MA 02494
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Stock | 8/5/2021 | | D(1) | | 11799 | D | (2) | 0 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 7. Title and Amount of Securities Underlying Derivative Security
(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) |
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
| Stock Option (Right to Buy) | $28.40 | 8/5/2021 | | D (1)(3) | | | 14084 | (3) | (3) | Common Stock | 14084 | $0.00 | 0 | D | |
| Stock Option (Right to Buy) | $28.40 | 8/5/2021 | | D (1)(3) | | | 45916 | (3) | (3) | Common Stock | 45916 | $0.00 | 0 | D | |
| Stock Option (Right to Buy) | $9.93 | 8/5/2021 | | D (1)(3) | | | 969 | (3) | (3) | Common Stock | 969 | $0.00 | 0 | D | |
| Stock Option (Right to Buy) | $9.93 | 8/5/2021 | | D (1)(3) | | | 14531 | (3) | (3) | Common Stock | 14531 | $0.00 | 0 | D | |
| Stock Option (Right to Buy) | $2.60 | 8/5/2021 | | D (1)(3) | | | 25003 | (3) | (3) | Common Stock | 25003 | $0.00 | 0 | D | |
| Stock Option (Right to Buy) | $2.60 | 8/5/2021 | | D (1)(3) | | | 74997 | (3) | (3) | Common Stock | 74997 | $0.00 | 0 | D | |
| Stock Option (Right to Buy) | $1.52 | 8/5/2021 | | D (1)(3) | | | 18189 | (3) | (3) | Common Stock | 18189 | $0.00 | 0 | D | |
| Stock Option (Right to Buy) | $1.52 | 8/5/2021 | | D (1)(3) | | | 52011 | (3) | (3) | Common Stock | 52011 | $0.00 | 0 | D | |
| Stock Option (Right to Buy) | $3.75 | 8/5/2021 | | D (1)(3) | | | 70000 | (3) | (3) | Common Stock | 72000 | $0.00 | 0 | D | |
| Stock Option (Right to Buy) | $4.57 | 8/5/2021 | | D (1)(3) | | | 65000 | (3) | (3) | Common Stock | 65000 | $0.00 | 0 | D | |
| Stock Option (Right to Buy) | $4.55 | 8/5/2021 | | D (1)(3) | | | 120000 | (3) | (3) | Common Stock | 120000 | $0.00 | 0 | D | |
| Explanation of Responses: |
| (1) | This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement") dated as of May 4, 2021, by and among Chiasma, Inc. (the "Company), Amryt Pharma plc ("Parent"), and Acorn Merger Sub, Inc., an indirect wholly-owned subsidiary of Parent ("Merger Sub") pursuant to which Merger Sub merged with and into the Company (the "Merger") with the Company surviving as an indirect wholly owned subsidiary of Parent effective as of August [5], 2021 (the "Effective Time"). |
| (2) | At the Effective Time, each share of common stock of the Company (each, a "Share") (excluding any Shares held in the treasury of the Company or owned, directly or indirectly, by Parent or Merger Sub immediately prior to the Effective Time) was cancelled and converted into the right to receive 0.396 (the "Exchange Ratio") American Depositary Shares of Parent ("Parent ADS") representing five ordinary shares of Parent. |
| (3) | At the Effective Time, each option to purchase Shares (each, a "Company Option") that was outstanding and unexercised, immediately prior to the Effective Time, whether or not vested shall, by virtue of the Merger Agreement, ceased to represent a right to acquire Shares, was assumed by Parent and automatically converted into the option to purchase Parent ADSs (each an "Assumed Stock Option") shall be equal to (i) the number of Shares subject to each Company Option immediately prior to the Effective Time multiplied by (ii) the Exchange Ratio, rounded down, if necessary, to the nearest whole number of Parent ADSs, and such Assumed Stock Option shall have an exercise price per Parent ADS (rounded up to the nearest cent) equal to (a) the exercise price per Share otherwise purchasable pursuant to such Company Option divided by (b) the Exchange Ratio. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
LUDLAM WILLIAM
C/O CHIASMA, INC.
140 KENDRICK STREET BUILDING C EAST
NEEDHAM, MA 02494 |
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| See Remarks |
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Signatures
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| /s/ Lee G. Giguere, Attorney-in-Fact | | 8/5/2021 |
| **Signature of Reporting Person | Date |
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