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
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.
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.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Restricted Stock Units | 38,500 | $0.00 | -- |
| Disposition | Stock Option (Right to Buy) | 180,000 | $0.00 | -- |
| Disposition | Stock Option (Right to Buy) | 135,000 | $0.00 | -- |
| Disposition | Stock Option (Right to Buy) | 145,000 | $0.00 | -- |
| U | Common Stock | 39,701 | $4.00 | $159K |
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
