Form 4 Shows INZY CFO Sells 39,701 Shares in $4 Cash-Only BioMarin Deal

Rhea-AI Filing Summary

Form 4 Overview – Inozyme Pharma, Inc. (INZY)

This Form 4 discloses that Sanjay Subramanian, the company’s Senior Vice President, Chief Financial Officer and Head of Business Development, no longer holds any equity interests in Inozyme Pharma following the closing of a cash-only merger with BioMarin Pharmaceutical Inc. on 1 July 2025.

• Merger mechanics: BioMarin’s wholly-owned Incline Merger Sub completed a tender offer and subsequent merger, paying $4.00 in cash per Inozyme common share (the “Merger Consideration”).
• Common shares: 39,701 shares held by the reporting person were tendered for the $4.00 cash consideration.
• Restricted Stock Units (RSUs): 38,500 RSUs automatically accelerated, vested and were cancelled for a cash payment of $4.00 per underlying share.
• Stock options: A total of 460,000 options with strike prices of $3.96, $3.30 and $1.06 were fully vested and converted into the right to receive the intrinsic value (cash equal to $4.00 minus the option’s exercise price) per underlying share.
• Post-merger ownership: After these transactions, the reporting person reports zero derivative or non-derivative securities, reflecting the company’s transition to a wholly-owned BioMarin subsidiary.

The filing formally documents insider disposition of securities pursuant to the merger agreement and confirms that Inozyme’s public equity has effectively been cashed out at the specified price.

Positive

• Merger completion provides liquidity certainty at a fixed $4.00 cash price for shareholders.
• Immediate vesting and cash settlement of RSUs and in-the-money options remove overhang and simplify capital structure.

Negative

• Public shareholders lose future upside potential as INZY becomes a wholly-owned BioMarin subsidiary and shares are cancelled.
• Insider no longer holds equity, indicating no continuing alignment with minority investors post-transaction.

Insights

M&A Specialist

TL;DR: Filing confirms cash-out of all insider holdings at $4, signalling merger close and end of INZY public float.

This Form 4 is a routine but material post-closing disclosure. It verifies BioMarin’s acquisition reached the Effective Time on 1 Jul 2025, triggering automatic vesting and cash settlement of RSUs and in-the-money options. All equity is redeemed, so INZY will cease trading as a standalone security. For investors, the risk-arbitrage spread is eliminated and proceeds should be received promptly. No further upside remains; residual value is locked at $4 cash.

Corporate Governance Expert

TL;DR: Insider dispositions align with merger terms; no governance red flags detected.

The reporting person’s complete exit is consistent with Section 16 requirements after a change-of-control. Acceleration of unvested equity is typical in M&A and was contractually stipulated. No preferential treatment beyond the merger agreement is evident. The filing underscores transparent disclosure and proper execution of equity conversion, supporting a positive governance assessment.

SEC Form 4

FORM 4

UNITED 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
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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^*

Subramanian Sanjay

(Last) (First) (Middle)

C/O INOZYME PHARMA, INC.

321 SUMMER STREET SUITE 400

(Street)

BOSTON MA 02210

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Inozyme Pharma, Inc. [ INZY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP, CFO & Head of BD

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	07/01/2025		U(1)		39,701(2)	D	$4	0	D

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(3)	07/01/2025		D(1)			38,500	(3)	(3)	Common Stock	38,500	(3)	0	D
Stock Option (Right to Buy)	$3.96	07/01/2025		D(1)			180,000	(4)	03/20/2032	Common Stock	180,000	(4)	0	D
Stock Option (Right to Buy)	$3.3	07/01/2025		D(1)			135,000	(4)	03/22/2033	Common Stock	135,000	(4)	0	D
Stock Option (Right to Buy)	$1.06	07/01/2025		D(1)			145,000	(4)	03/10/2035	Common Stock	145,000	(4)	0	D

Explanation of Responses:

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").

2. 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.

3. 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.

4. 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

	/s/ Sanjay Subramanian	07/03/2025
	** Signature of Reporting Person	Date
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.

FAQ

What transaction does this Form 4 for INZY disclose?

It records Sanjay Subramanian’s disposal of all Inozyme shares, RSUs and options following BioMarin’s $4.00-per-share cash merger on 1 July 2025.

How many INZY shares did the insider tender?

The insider tendered 39,701 common shares for $4.00 each.

What happens to INZY restricted stock units under the merger?

All 38,500 RSUs vested immediately and were converted into the right to receive $4.00 in cash per underlying share.

How were INZY stock options treated?

Options totaling 460,000 shares vested and were cancelled in exchange for cash equal to $4.00 minus their exercise price.

Will INZY remain publicly traded after the merger?

No. Inozyme becomes a wholly-owned subsidiary of BioMarin, and its public shares are cancelled, ending trading in INZY.