MTSR insider filing shows merger payout of $65.60 plus CVR
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Metsera, Inc. (MTSR) reported insider transactions on Form 4 tied to its merger closing with Pfizer on 11/13/2025. At the effective time, each issued and outstanding Metsera common share was converted into the right to receive $65.60 in cash per share, plus one contingent value right (CVR) payable upon specified milestones.
The filing lists holdings associated with Population Health Partners: 12,639,787 shares recorded by Population Health Partners, L.P. and 127,675 shares recorded by Population Health Partners GP, LLC. Following the reported transaction, the filing shows 0 shares beneficially owned by the reporting person.
Positive
- None.
Negative
- None.
Insider Trade Summary
2 transactions reported
Mixed
2 txns
Insider
Population Health Partners GP, LLC
Role
10% Owner
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Common Stock | 127,675 | $0.00 | -- |
| Disposition | Common Stock | 12,639,787 | $0.00 | -- |
Holdings After Transaction:
Common Stock — 0 shares (Direct);
Common Stock — 0 shares (Indirect, By Population Health Partners, L.P.)
Footnotes (1)
- Pursuant to the Agreement and Plan of Merger dated September 21, 2025, as amended on November 7, 2025 (the "Merger Agreement"), by and among Metsera, Inc. (the "Company"), Pfizer Inc., a Delaware corporation ("Parent"), and Mayfair Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Parent (the "Merger Sub"), the Merger Sub merged with and into the Company, with the Company continuing as the surviving corporation and a wholly owned subsidiary of the Parent (the "Merger"). At the Effective Time of the Merger (as defined in the Merger Agreement), each issued and outstanding share of common stock, par value $0.00001 per share of the Company (the "Common Stock") was converted automatically into the right to receive (i) cash in an amount equal to $65.60 per share without interest (the "Closing Amount"), (Continued from footnote 1) net of all applicable withholding taxes, plus (ii) one contractual contingent value right representing the right to receive contingent payments (a "CVR") in cash, without interest, upon the achievement of certain specified milestones, in accordance with the terms and conditions of the contingent value rights agreement entered into by the Parent and Equiniti Trust Company, LLC, dated November 13, 2025 (collectively, the "Merger Consideration"). Population Health Partners, L.P. ("PHP LP") is the record owner of 12,639,787 shares of the Common Stock and Population Health Partners GP, LLC ("PHP GP LLC") is the record owner of 127,675 shares of the Common Stock. PHP GP LLC is the sole general partner of PHP LP and may be deemed to beneficially own the shares of the Common Stock held by PHP LP. Christopher Whitten Bernard, Christopher T. Cox and Clive A. Meanwell are members of PHP GP LLC and may be deemed to share the power to direct the disposition and vote of the shares of Common Stock held by PHP LP and PHP GP LLC. Each of PHP GP LLC, Christopher Whitten Bernard, Christopher T. Cox and Clive A. Meanwell disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that it is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
FAQ
What did Metsera (MTSR) disclose in this Form 4?
It reported dispositions of common stock at the merger closing, where each share converted to $65.60 cash plus one CVR.
When did the Metsera merger close?
The effective time referenced in the filing is 11/13/2025.
Who were the merger parties named?
Metsera, Inc., Pfizer Inc. (Parent), and Mayfair Merger Sub, Inc., a wholly owned subsidiary of Pfizer.