Catalyst Pharma CLO equity cancelled in Angelini acquisition
Catalyst Pharmaceuticals Chief Legal Officer Brian Elsbernd reported the cancellation of his equity interests in connection with the acquisition of Catalyst by Angelini Pharma S.p.A.
Rhea-AI Filing Summary
Catalyst Pharmaceuticals Chief Legal Officer Brian Elsbernd reported the cancellation of his equity interests in connection with the acquisition of Catalyst by Angelini Pharma S.p.A. On July 15, 2026, 242,501 common shares were disposed of at $31.50 per share, and all reported RSUs and stock options were cancelled and converted into cash rights using a $31.50 per share amount in the payout formulas. Following these transactions, the filing lists zero remaining holdings of the reported securities.
Positive
- None.
Negative
- None.
Insights
Analyzing...
Insider Trade Summary
Disposition: 1,198,643 shares
Disposition
11 txns
Insider
Elsbernd Brian
Role
Chief Legal Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Options to purchase common stock F3, F5 | 132,000 | $0.00 | $0.00 |
| Disposition | Options to purchase common stock F3, F5 | 200,000 | $0.00 | $0.00 |
| Disposition | Options to purchase common stock F3, F5 | 135,000 | $0.00 | $0.00 |
| Disposition | Options to purchase common stock F3, F5 | 69,000 | $0.00 | $0.00 |
| Disposition | Options to purchase common stock F3, F6 | 147,621 | $0.00 | $0.00 |
| Disposition | Options to purchase common stock F3, F6 | 126,704 | $0.00 | $0.00 |
| Disposition | Options to purchase common stock F3, F6 | 98,652 | $0.00 | $0.00 |
| Disposition | Restricted Stock Units F2, F4, F6 | 7,067 | $0.00 | $0.00 |
| Disposition | Restricted Stock Units F2, F4, F6 | 10,322 | $0.00 | $0.00 |
| Disposition | Restricted Stock Units F2, F4, F6 | 29,776 | $0.00 | $0.00 |
| Disposition | Common Stock, par value $0.001 per share F1 | 242,501 | $31.50 | $7.64M |
Holdings After Transaction:
Options to purchase common stock — 0 contracts (Direct);
Restricted Stock Units — 0 contracts (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: 242,501 shares
Disposition price per share: $31.50 per share
RSUs cancelled (2031 expiry series): 29,776 units
+5 more
8 metrics
Common shares disposed
242,501 shares
Common Stock, par value $0.001 per share, disposed of on July 15, 2026
Disposition price per share
$31.50 per share
Price used for the common stock disposition and as the reference amount in cash payout formulas
RSUs cancelled (2031 expiry series)
29,776 units
Restricted Stock Units expiring November 20, 2028 cancelled and converted into cash rights
RSUs cancelled (2027 expiry series)
10,322 units
Restricted Stock Units expiring November 21, 2027 cancelled and converted into cash rights
Options cancelled at $22.77 strike
98,652 options
Options to purchase common stock at $22.77 per share cancelled for cash based on $31.50 minus strike
Options cancelled at $3.42 strike
200,000 options
Options to purchase common stock at $3.42 per share cancelled for cash based on $31.50 minus strike
Total disposition transactions
11 transactions
One non-derivative and ten derivative disposition entries reported for July 15, 2026
Derivative transactions
10 entries
Derivative-type RSU and option positions cancelled or disposed in connection with the acquisition
Key Terms
restricted stock unit, stock option, disposition to issuer, contingent right, +2 more
6 terms
restricted stock unit financial
"Each reported restricted stock unit ("RSU") was cancelled and converted"
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"
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.
disposition to issuer financial
"transaction code "D" is described as "Disposition to issuer""
contingent right financial
"represents a contingent right to receive one share of the Issuer's common"
vested in full financial
"Each Option or RSU, as applicable, vested in full in connection"
Merger financial
"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.
FAQ
What did CPRX Chief Legal Officer Brian Elsbernd report in this Form 4?
Brian Elsbernd reported the cancellation of his Catalyst Pharmaceuticals common shares, RSUs, and stock options in connection with Angelini Pharma’s acquisition. All reported positions were disposed of and converted into cash rights calculated using a $31.50 per share amount.
What happened to Brian Elsbernd’s RSUs in the Angelini Pharma acquisition of CPRX?
Each reported restricted stock unit was cancelled and converted into a cash right equal to $31.50 per share times the number of RSU shares. The Form 4 lists RSU blocks of 29,776, 10,322 and 7,067 units treated this way.
How were Brian Elsbernd’s CPRX stock options treated at the $31.50 amount?
Each reported stock option was cancelled and converted to cash equal to ($31.50 minus the option’s exercise price) multiplied by the option’s shares. Option tranches from $3.42 to $22.77 exercise prices were included.
Does the Form 4 show any remaining Catalyst Pharmaceuticals (CPRX) equity awards for Brian Elsbernd after the merger?
No. For each common stock, RSU, and stock option entry, the Form 4 reports 0 shares or units following the transaction. The filing therefore lists no remaining holdings in the reported Catalyst equity awards after the acquisition.
How many disposition transactions involving CPRX securities are reported in this Form 4?
The structured data shows 11 disposition transactions, consisting of one common stock entry and 10 derivative entries covering restricted stock units and stock options. All are coded as “Disposition to issuer” (code D) tied to the acquisition closing.
AI-generated analysis. How Rhea-AI works. Not financial advice.
