Catalyst Pharma (CPRX) chair disposes 4.17M shares in $31.50 merger
Rhea-AI Filing Summary
Patrick J. McEnany, chairman of Catalyst Pharmaceuticals, reported the disposition of 4,171,559 shares of common stock at $31.50 per share in connection with the acquisition of Catalyst by Angelini Pharma S.p.A., and this Form 4 shows 0 shares of common stock held directly afterward.
The reported restricted stock units and stock options covering additional shares were cancelled at merger closing and converted into rights to receive cash payments based on a $31.50 per-share value, with each award vesting in full at consummation.
Positive
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Negative
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Insights
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Insider Trade Summary
Net Seller: 4,171,559 shares
Net Sell
11 txns
Insider
MCENANY PATRICK J
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Options to purchase common stock F3, F5 | 740,000 | $0.00 | $0.00 |
| Disposition | Options to purchase common stock F3, F5 | 400,000 | $0.00 | $0.00 |
| Disposition | Options to purchase common stock F3, F5 | 270,000 | $0.00 | $0.00 |
| Disposition | Options to purchase common stock F3, F5 | 272,000 | $0.00 | $0.00 |
| Disposition | Options to purchase common stock F3, F6 | 73,810 | $0.00 | $0.00 |
| Disposition | Options to purchase common stock F3, F6 | 43,591 | $0.00 | $0.00 |
| Disposition | Options to purchase common stock F3, F6 | 34,921 | $0.00 | $0.00 |
| Disposition | Restricted Stock Units F2, F4, F6 | 3,534 | $0.00 | $0.00 |
| Disposition | Restricted Stock Units F2, F4, F6 | 3,552 | $0.00 | $0.00 |
| Disposition | Restricted Stock Units F2, F4, F6 | 10,540 | $0.00 | $0.00 |
| Disposition | Common Stock, par value $0.001 per share F1 | 4,171,559 | $31.50 | $131.40M |
Holdings After Transaction:
Options to purchase common stock — 0 shares (Direct);
Restricted Stock Units — 0 shares (Direct);
Common Stock, par value $0.001 per share — 0 shares (Direct)
Footnotes (6)
- F1. The reported securities were disposed of in connection with the consummation of the acquisition of the Issuer by Angelini Pharma S.p.A. (the "Merger")
- F2. Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock.
- F3. In connection with the consummation of the Merger, each reported stock option ("Option") was cancelled and converted into the right to receive a cash payment (without interest, and less applicable tax withholdings and other authorized deductions) equal to the product of (x) the excess of $31.50 per share over the per-share price of such Option, multiplied by (y) the total number of shares subject to such Option.
- F4. In connection with the consummation of the Merger, each reported restricted stock unit ("RSU") was cancelled and converted into the right to receive a cash payment (without interest, and less applicable tax withholdings and other authorized deductions) equal to the product of (x) the excess of $31.50 per share, multiplied by (y) the number of shares subject to such RSU.
- F5. Each Option was fully vested.
- F6. Each Option or RSU, as applicable, vested in full in connection with the consummation of the Merger.
Key Figures
Common shares disposed: 4,171,559 shares
Disposition price: $31.50 per share
Post-transaction common holdings: 0 shares
+4 more
7 metrics
Common shares disposed
4,171,559 shares
Issuer disposition of common stock at $31.50 per share in connection with acquisition
Disposition price
$31.50 per share
Per-share value used for common stock, RSU and option cash-out in the merger
Post-transaction common holdings
0 shares
Common stock held directly after the reported disposition on this Form 4
Largest RSU block cancelled
10,540 units
Restricted stock units converted into a cash right based on $31.50 per share
Options cancelled at $18.59 strike
272,000 options
Options to purchase common stock cancelled and cash-settled at merger closing
Options cancelled at $4.64 strike
740,000 options
Options to purchase common stock cancelled and cash-settled in connection with the merger
Derivative disposition entries
10 transactions
Number of derivative-type disposition rows (RSUs and options) reported
Key Terms
restricted stock unit, stock option, Merger, Angelini Pharma S.p.A., +1 more
5 terms
restricted stock unit financial
"each reported restricted stock unit ("RSU") was cancelled and converted into the right to receive a cash payment"
A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.
stock option financial
"each reported stock option ("Option") was cancelled and converted into the right to receive a cash payment"
A stock option is a contract that gives you the right to buy or sell a company's stock at a specific price within a certain time frame. People use them to potentially make money if the stock's price moves favorably or to protect against losses. It's like holding a coupon that can be used to buy or sell stock at a set price later on.
Merger financial
"disposed of in connection with the consummation of the acquisition of the Issuer by Angelini Pharma S.p.A. (the "Merger")"
A merger is when two companies combine into a single business, with ownership and control reorganized so they operate as one entity. For investors it matters because mergers can change the value and risk of holdings—shares may be exchanged, diluted, or rise if the combined company saves costs or gains market power, and the deal often depends on regulatory approval and successful integration like two households joining resources and routines.
Angelini Pharma S.p.A. financial
"acquisition of the Issuer by Angelini Pharma S.p.A. (the "Merger")"
cash payment financial
"converted into the right to receive a cash payment (without interest, and less applicable tax withholdings and other authorized deductions)"
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What insider transaction did Patrick J. McEnany report for Catalyst Pharmaceuticals (CPRX)?
Patrick J. McEnany reported disposing of 4,171,559 shares of Catalyst Pharmaceuticals common stock at $31.50 per share. The disposition occurred in connection with the acquisition of Catalyst by Angelini Pharma S.p.A., classified as a disposition to the issuer rather than an open-market sale.
What happened to Patrick J. McEnany’s RSUs in the Catalyst Pharmaceuticals (CPRX) merger?
Each reported restricted stock unit (RSU) was cancelled at the merger closing and converted into a right to receive a cash payment. The payment equals $31.50 per share multiplied by the number of shares subject to the RSU, less applicable tax withholdings and authorized deductions.
How were Patrick J. McEnany’s Catalyst Pharmaceuticals (CPRX) stock options treated in the Angelini Pharma acquisition?
Each reported stock option was cancelled and converted into a right to receive cash. The amount equals the excess of $31.50 per share over the option’s exercise price, multiplied by the number of option shares, without interest and less tax withholdings and other authorized deductions.
Were Patrick J. McEnany’s Catalyst (CPRX) equity awards vested at the time of the merger?
Yes. Footnotes state that each reported stock option was fully vested, and each option or RSU vested in full in connection with consummation of the merger. This full vesting occurred at the closing of the Angelini Pharma acquisition of Catalyst Pharmaceuticals.
Was Patrick J. McEnany’s Form 4 for Catalyst Pharmaceuticals (CPRX) filed under a Rule 10b5-1 trading plan?
No Rule 10b5-1 trading plan is indicated. The filing’s Rule 10b5-1 checkbox is not marked, and the footnotes describe the transactions as occurring in connection with the consummation of the merger, rather than under a pre-arranged trading plan.