Esperion Therapeutics (ESPR) director converts shares and options into $3.16 cash and CVRs
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Esperion Therapeutics, Inc. director Jay Shepard reported issuer-directed dispositions tied to the closing of a merger with Essence Parent Inc. and Essence MergerCo Inc. on July 13, 2026. At the effective time, his 164,472 shares of common stock were canceled and converted into the right to receive $3.16 per share in cash plus one contingent value right (CVR) per share. In addition, a total of 97,500 "in-the-money" stock options with exercise prices of $0.87, $2.25 and $1.37 per share were canceled and converted into cash equal to $3.16 minus the exercise price per option share, plus one CVR for each underlying share.
Positive
- None.
Negative
- None.
Insider Trade Summary
4 transactions reported
Mixed
4 txns
Insider
Shepard Jay
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Option (right to buy) | 21,000 | -- | -- |
| Disposition | Stock Option (right to buy) | 32,500 | -- | -- |
| Disposition | Stock Option (right to buy) | 44,000 | -- | -- |
| Disposition | Common Stock | 164,472 | -- | -- |
Holdings After Transaction:
Stock Option (right to buy) — 0 shares (Direct);
Common Stock — 0 shares (Direct)
Footnotes (1)
- This Form 4 reports securities disposed of pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated May 1, 2026, by and among the Issuer, Essence Parent Inc., a Delaware corporation ("Parent") and Essence MergerCo Inc., a Delaware corporation and wholly owned subsidiary of Parent ("MergerCo"), pursuant to which, on July 13, 2026 (the "Effective Time"), MergerCo merged with and into the Issuer, with the Issuer continuing as the surviving corporation and a wholly owned subsidiary of Parent. At the Effective Time, each share of the Issuer's common stock, par value $0.001 per share ("Common Stock") was converted into the right to receive (a) an amount in cash equal to $3.16 per share, without interest (the "per share cash consideration"), and (b) one contractual contingent value right per share (each, a "CVR" and, together with the per share cash consideration, the "merger consideration"), representing the right to participate in contingent payments in cash, without interest, upon the achievement of certain milestones, subject to any applicable withholding taxes. From and after the Effective Time, all such shares of Common Stock were no longer outstanding and were automatically canceled. Includes 79,873 restricted stock units (each, a "RSU"). At the Effective Time, each RSU with respect to Common Stock outstanding immediately prior to the Effective Time vested in full (to the extent then-unvested), and was canceled and converted into the right to receive, with respect to each share of Common Stock subject to such RSU immediately prior to the effective time, (a) a cash payment (rounded down to the nearest cent), without interest and subject to applicable tax withholding and deductions, equal to the per share cash consideration, plus (b) one CVR, subject to certain exceptions. At the Effective Time, each stock option having a per share exercise price that was less than the per share cash consideration (each, an "in-the-money option") was canceled and converted into the right to receive, for each share of Common Stock issuable upon the exercise of such in-the-money option immediately prior to the Effective Time, (a) a cash payment (rounded down to the nearest cent), without interest and subject to applicable tax withholding and deductions, equal to the excess of the per share cash consideration over the per share exercise price of such in-the-money option plus (b) one CVR.
Key Figures
Per share cash consideration: $3.16 per share
Common shares disposed: 164,472 shares
Stock options disposed: 97,500 shares
+4 more
7 metrics
Per share cash consideration
$3.16 per share
Cash amount each common share was converted into at the merger effective time
Common shares disposed
164,472 shares
Jay Shepard’s common stock canceled and converted into merger consideration
Stock options disposed
97,500 shares
Total underlying shares from in-the-money options canceled at the effective time
Option exercise price
$0.87 per share
Exercise price of one in-the-money stock option series canceled in the merger
Option exercise price
$2.25 per share
Exercise price of another in-the-money stock option series canceled in the merger
Option exercise price
$1.37 per share
Exercise price of a third in-the-money stock option series canceled in the merger
Restricted stock units
79,873 RSUs
RSUs that vested, were canceled, and converted into cash plus one CVR per share
Key Terms
Agreement and Plan of Merger, contingent value right, restricted stock units, in-the-money option, +1 more
5 terms
Agreement and Plan of Merger regulatory
"securities disposed of pursuant to the Agreement and Plan of Merger"
An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.
contingent value right financial
"one contractual contingent value right per share (each, a "CVR")"
A contingent value right is a special security that gives its holder the right to receive one or more future payments only if specified events happen, such as a product reaching a sales target or getting regulatory approval. It matters to investors because it offers potential extra payout tied to uncertain outcomes—like a bet that a project will succeed—so it can add upside to a deal while also carrying extra risk and valuation uncertainty.
restricted stock units financial
"Includes 79,873 restricted stock units (each, a "RSU")."
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
in-the-money option financial
"each stock option having a per share exercise price that was less than the per share cash consideration (each, an "in-the-money option")"
