MTSR insider Form 4 shows equity converted to $65.60 cash + CVRs
Rhea-AI Filing Summary
Metsera, Inc. (MTSR) filed a Form 4 for its Chief Legal Officer detailing equity conversions arising from the closing of its merger with Pfizer. At the effective time, each common share converted into $65.60 in cash per share plus one contingent value right (CVR) tied to specified milestones.
The filing reports the disposition of 12,500 shares of common stock, leaving 0 shares beneficially owned. It also shows 12,500 RSUs subject to conversion into cash at the $65.60 closing amount per underlying share plus CVRs, following their original vesting schedule. In addition, stock options for 46,875 shares (exercise price $29.25) and 325,000 shares (exercise price $17.16) were canceled and exchanged for cash equal to the in-the-money value based on the $65.60 closing amount, plus CVRs per underlying share. Unvested awards maintain vesting terms, with merger-related vesting described to occur by the first anniversary, subject to continued service.
Positive
- None.
Negative
- None.
Insights
Form 4 reflects merger consideration mechanics, not open-market trading.
The disclosure documents award treatment at closing: each common share received $65.60 cash plus a CVR. Options were canceled for cash equal to the in-the-money amount using the $65.60 closing amount, plus CVRs per underlying share. RSUs convert to cash at $65.60 per unit plus CVRs, adhering to original vesting.
The reported transactions include disposal of 12,500 common shares (post-transaction beneficial ownership 0) and the cancellation of options for 46,875 and 325,000 shares at exercise prices of $29.25 and $17.16. Unvested awards continue to vest, with payments and CVRs to become vested by the first anniversary subject to continued service, per the excerpted terms.
This is administrative and merger-driven; actual cash realizations depend on award vesting and any CVR milestone outcomes as defined in the agreement.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Restricted Stock Unit | 12,500 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 46,875 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 325,000 | $0.00 | -- |
| Disposition | Common Stock | 12,500 | $0.00 | -- |
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"), net of all applicable withholding taxes, plus (Continued from footnote 1) (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"). Pursuant to the Merger Agreement, each outstanding and unexercised option immediately prior to the Effective Time, whether vested or unvested, was cancelled in exchange for the right to receive (x) an amount in cash equal to the product of (i) the excess, if any, of the Closing Amount minus the exercise price of such option, multiplied by (ii) the number of shares of Common Stock subject to such option immediately prior to the Effective Time, net of all applicable withholding taxes, and (y) one CVR for each share of the Common Stock subject to such stock option immediately prior to the Effective Time. In the case of any unvested stock options, the cash payment and the CVRs are subject to the same vesting schedule terms as were applicable to the stock options, (Continued from footnote 3) except that all such payments will become vested upon the first anniversary of the closing of the Merger, subject to the holder's continued service with the Parent or its subsidiaries through the first anniversary of the Merger. On November 12, 2025, the Reporting Person was granted restricted stock units ("RSUs") under the Company's 2025 Incentive Award Plan in a transaction exempt under Rule 16b-3. Each RSU represents a contingent right to receive one share of Common Stock. The RSUs vest in 36 substantially equal monthly installments from November 12, 2025. Pursuant to the Merger Agreement, all RSUs were cancelled and converted into the right to receive (x) an amount of cash equal to the Closing Amount multiplied by the number of shares of Common Stock subject to such RSU immediately prior to the Effective Time, net of all applicable withholding taxes, and (y) a number of CVRs equal to the under of the shares of Common Stock underlying the RSU. The cash payment and the CVRs are subject to the same vesting schedule terms as were applicable to the RSUs. This option provided for vesting in 48 substantially equal monthly installments from May 20, 2025. This option was granted on April 15, 2025. The option provided for vesting as to 25% of the shares initially subject to the option on the first anniversary of April 14, 2025, and as to 1/48th of the shares initially subject to the option on each monthly anniversary thereafter.
