Inozyme Pharma Insider Equity Settled as BioMarin Buyout Closes
Rhea-AI Filing Summary
Form 4 highlights: Inozyme Pharma, Inc. (INZY) Chief Operating Officer Matthew Winton filed a Form 4 on 3 July 2025 reporting the cash disposal of all of his equity holdings in connection with the company’s merger with BioMarin Pharmaceutical Inc.
- Merger mechanics: BioMarin, through Incline Merger Sub, completed a cash tender offer and subsequent merger on 1 July 2025, paying $4.00 per INZY share. Inozyme is now a wholly-owned subsidiary of BioMarin.
- Common shares: 21,743 shares owned directly by the reporting person were tendered for the $4.00 cash consideration.
- Restricted Stock Units: 41,500 RSUs automatically accelerated, vested and were cancelled for a cash payment of $4.00 per underlying share.
- Stock options: 145,000 options with a $1.06 exercise price vested and were cashed out for the intrinsic value ( $4.00 – $1.06 ) per share.
- Following these transactions, the insider reports zero remaining beneficial ownership of INZY securities.
The filing confirms that the equity portion of the merger consideration has been delivered and that insider equity has been fully settled in cash, signalling the practical completion of the acquisition.
Positive
- Merger consummated: Filing confirms BioMarin’s $4.00-per-share cash acquisition of Inozyme reached effective time on 1 July 2025.
- Immediate liquidity: Common shares, RSUs and in-the-money options were all converted to cash, eliminating execution risk for stakeholders.
Negative
- Management equity alignment ends: COO now holds zero INZY shares, reflecting the loss of ongoing insider ownership post-merger.
Insights
TL;DR – Cash-out confirms BioMarin’s $4.00 takeover of INZY is closed and insider equity is fully settled.
The Form 4 is a procedural but telling disclosure: it documents the final step of BioMarin’s acquisition of Inozyme. The conversion of common shares, RSUs and in-the-money options into cash eliminates residual equity risk for minority holders and validates the transaction mechanics outlined in the May 16 2025 merger agreement. For investors, the filing removes any lingering doubt that the tender succeeded and that merger consideration has been paid. Because all instruments were settled in cash, there is no surviving minority float; INZY will ultimately cease trading once administrative steps conclude. Impact is positive from a deal-completion standpoint, but largely expected given prior public announcements.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Restricted Stock Units | 41,500 | $0.00 | -- |
| Disposition | Stock Option (Right to Buy) | 145,000 | $0.00 | -- |
| U | Common Stock | 21,743 | $4.00 | $87K |
Footnotes (1)
- This Form 4 reports securities disposed pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of May 16, 2025, by and among the Issuer, BioMarin Pharmaceutical Inc., a Delaware corporation ("Parent"), and Incline Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent ("Merger Sub"). Pursuant to the Merger Agreement, Merger Sub completed a cash tender offer to acquire all of the issued and outstanding shares of common stock of the Issuer, par value $0.0001 per share (the "Company Common Stock"), for a price per share of $4.00 (the "Merger Consideration"), without interest and subject to any withholding of taxes required by applicable law. Effective as of July 1, 2025, Merger Sub merged with and into the Issuer, with the Issuer continuing as the surviving corporation and as a wholly-owned subsidiary of Parent (the "Merger"). Pursuant to the terms of the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each share of Company Common Stock held by the Reporting Person was tendered in exchange for the Merger Consideration, without interest and subject to any withholding of taxes required by applicable law. Pursuant to the terms of the Merger Agreement, each share of Company Common Stock subject to issuance pursuant to outstanding restricted stock units (each, a "Company RSU Award"), whether vested or unvested that was outstanding immediately prior to the Effective Time, was automatically accelerated, became fully vested, and was cancelled and automatically converted into the right to receive, for each share of Company Common Stock underlying such Company RSU Award, an amount (without interest and subject to deduction for any required withholding under applicable law relating to tax) in cash equal to the Merger Consideration. Pursuant to the terms of the Merger Agreement, each outstanding option to purchase shares of Company Common Stock ("Company Option"), whether vested or unvested, that was outstanding immediately prior to the Effective Time and had a per share exercise price that was less than the Merger Consideration was automatically accelerated and became fully vested, was cancelled and automatically converted into the right to receive for each share of Company Common Stock underlying such Company Option, an amount (without interest and subject to deduction for any required withholding under applicable law) in cash equal to the excess of the Merger Consideration over the per share exercise price of such Company Option.
