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Amicus (FOLD) chief legal officer exits equity as BioMarin buyout pays $14.50

Filing Impact
(Very High)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

AMICUS THERAPEUTICS, INC. Chief Legal Officer Ellen Rosenberg reported disposing of her equity position in connection with the acquisition of Amicus by BioMarin Pharmaceutical Inc. at $14.50 per share. The filing shows 463,898 directly held shares of common stock and related equity awards being cashed out as part of the merger terms.

An additional 15,000 shares of common stock held indirectly by her spouse were also disposed of at $14.50 per share. Several batches of stock options were cancelled and converted into cash based on the spread between the $14.50 merger price and their respective exercise prices, leaving no reported remaining options or common shares after the transaction.

Positive

  • None.

Negative

  • None.

Insights

All reported Amicus equity held by the CLO was cashed out in the BioMarin merger.

The filing shows Chief Legal Officer Ellen Rosenberg disposing of common shares and stock options in connection with the cash acquisition of AMICUS THERAPEUTICS, INC. by BioMarin Pharmaceutical Inc. at $14.50 per share. These are code D transactions, classified as dispositions to the issuer tied to the merger closing.

The report lists 463,898 directly held common shares and 15,000 indirectly held shares by spouse, all converted to cash at the merger price. Multiple fully vested stock option grants with exercise prices between $9.41 and $14.24 per share were cancelled and converted into cash based on their intrinsic value. With total_shares_following_transaction and derivativeSummary both at zero, this reflects a full exit from Amicus equity due to the change of control, a routine outcome in an all-cash takeover rather than a discretionary market sale.

Insider Rosenberg Ellen
Role Chief Legal Officer
Type Security Shares Price Value
Disposition Stock Options (right to buy) 93,663 $0.00 --
Disposition Stock Options (right to buy) 107,575 $0.00 --
Disposition Stock Options (right to buy) 134,044 $0.00 --
Disposition Stock Options (right to buy) 138,008 $0.00 --
Disposition Stock Options (right to buy) 108,980 $0.00 --
Disposition Stock Options (right to buy) 203,825 $0.00 --
Disposition Common Stock 463,898 $14.50 $6.73M
Disposition Common Stock 15,000 $14.50 $218K
Holdings After Transaction: Stock Options (right to buy) — 0 shares (Direct, null); Common Stock — 0 shares (Direct, null); Common Stock — 0 shares (Indirect, By Spouse)
Footnotes (1)
  1. The reported securities were disposed of in connection with consummation of the acquisition of the Issuer by BioMarin Pharmaceutical Inc. (the "Merger"), which included 311,410 shares of Common Stock and 152,488 restricted stock units (which vested in full in connection with consummation of the Merger). The reported securities were disposed of in connection with the consummation of the Merger, which included 15,000 shares of Common Stock. In connection with consummation of the Merger, each reported stock option ("Option") was cancelled and converted into the right to receive a cash payment equal to (a) the excess of (i) $14.50 per share over (ii) the exercise price payable per share, multiplied by (b) the total number of shares subject to such Option. Each Option was fully vested. Each Option vested in full in connection with consummation of the Merger.
Direct common shares disposed 463,898 shares at $14.50 Common Stock disposition in connection with BioMarin merger
Indirect spouse-held shares 15,000 shares at $14.50 Common Stock held by spouse disposed in merger
Option grant 1 exercise price $9.41 per share on 203,825 options Stock Options cancelled and cashed out at $14.50 merger price
Option grant 2 exercise price $14.24 per share on 108,980 options Stock Options converted to cash upon merger
Option grant 3 exercise price $11.93 per share on 138,008 options Fully vested options cancelled for cash
Merger cash consideration $14.50 per share Price used to cash out Amicus common stock and options
Disposition to issuer financial
"transaction_code_description": "Disposition to issuer""
restricted stock units financial
"included 311,410 shares of Common Stock and 152,488 restricted stock units"
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.
Stock Options (right to buy) financial
""security_title": "Stock Options (right to buy)""
Merger financial
"consummation of the acquisition of the Issuer by BioMarin Pharmaceutical Inc. (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.
exercise price financial
"the excess of (i) $14.50 per share over (ii) the exercise price payable per share"
The exercise price is the fixed amount at which you can buy or sell an asset, like a stock, when using an options contract. It matters because it helps determine whether exercising the option will be profitable or not, depending on the current market price. Think of it as the set price you agree on today to buy or sell later.
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
X
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Rosenberg Ellen

(Last)(First)(Middle)
47 HULFISH STREET

(Street)
PRINCETON NEW JERSEY 08542

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
AMICUS THERAPEUTICS, INC. [ FOLD ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Legal Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/27/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Common Stock04/27/2026D463,898(1)D$14.50D
Common Stock04/27/2026D15,000(2)D$14.50IBy Spouse
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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 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: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Options (right to buy)$10.0404/27/2026D(3)93,663 (4)01/02/2029Common Stock93,663(3)0D
Stock Options (right to buy)$9.5504/27/2026D(3)107,575 (4)01/02/2030Common Stock107,575(3)0D
Stock Options (right to buy)$12.1104/27/2026D(3)134,044 (4)01/03/2032Common Stock134,044(3)0D
Stock Options (right to buy)$11.9304/27/2026D(3)138,008 (5)01/03/2033Common Stock138,008(3)0D
Stock Options (right to buy)$14.2404/27/2026D(3)108,980 (5)01/02/2034Common Stock108,980(3)0D
Stock Options (right to buy)$9.4104/27/2026D(3)203,825 (5)01/03/2035Common Stock203,825(3)0D
Explanation of Responses:
1. The reported securities were disposed of in connection with consummation of the acquisition of the Issuer by BioMarin Pharmaceutical Inc. (the "Merger"), which included 311,410 shares of Common Stock and 152,488 restricted stock units (which vested in full in connection with consummation of the Merger).
2. The reported securities were disposed of in connection with the consummation of the Merger, which included 15,000 shares of Common Stock.
3. In connection with consummation of the Merger, each reported stock option ("Option") was cancelled and converted into the right to receive a cash payment equal to (a) the excess of (i) $14.50 per share over (ii) the exercise price payable per share, multiplied by (b) the total number of shares subject to such Option.
4. Each Option was fully vested.
5. Each Option vested in full in connection with consummation of the Merger.
/s/ Christian Formica, Attorney-in-Fact04/27/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.
* Form 4: SEC 1474 (03-26)

FAQ

What did Ellen Rosenberg report in this Form 4 for AMICUS THERAPEUTICS (FOLD)?

The filing reports Chief Legal Officer Ellen Rosenberg disposing of her Amicus equity in connection with the BioMarin acquisition. It includes common stock and stock options cashed out at $14.50 per share, leaving no reported remaining Amicus holdings after the merger closed.

How many AMICUS THERAPEUTICS (FOLD) common shares did the CLO dispose of?

The filing lists 463,898 directly held Amicus common shares disposed of at $14.50 per share. It also notes 15,000 additional shares held indirectly by her spouse, which were likewise converted to cash as part of the BioMarin merger terms.

What happened to Ellen Rosenberg’s Amicus stock options in this Form 4 for FOLD?

Each reported Amicus stock option was cancelled at closing and converted into a cash right. The cash amount equals the excess of the $14.50 merger price over the option’s exercise price, multiplied by the number of option shares in that grant.

Were Ellen Rosenberg’s Amicus stock options vested before the BioMarin merger?

The footnotes state that each Amicus stock option reported was fully vested. They also clarify that certain options vested in full upon consummation of the merger, ensuring all such awards were eligible for cash-out treatment at the $14.50 per-share merger price.

Does this AMICUS THERAPEUTICS (FOLD) Form 4 show any remaining holdings after the merger?

No remaining holdings are shown. For each common stock and option entry, total_shares_following_transaction is listed as zero, and the derivativeSummary is empty, indicating no reported Amicus common shares or stock options remained after the BioMarin acquisition closed.

How are restricted stock units mentioned in this AMICUS THERAPEUTICS (FOLD) Form 4?

A footnote explains that the reported securities disposed of in the merger included 311,410 shares of Amicus common stock and 152,488 restricted stock units, which vested in full upon consummation of the BioMarin merger before being converted into cash consideration.