Form Type: 4

SEC EDGAR Link
Accession Number:0001562180-21-004980
Date:2021-07-15
Issuer: CONSTELLATION PHARMACEUTICALS INC (CNST)
Original Submission Date:

Reporting Person:

BRAUNSTEIN SCOTT
C/O CONSTELLATION PHARMACEUTICALS, INC.
215 FIRST STREET, SUITE 200 CAMBRIDGE, MA 02142

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
STOCK OPTION (RIGHT TO BUY) 33.57 2021-07-15 deemed execution date D 13,171 (d) common stock 13,171 $33.57 0 direct
STOCK OPTION (RIGHT TO BUY) 10.81 2021-07-15 deemed execution date D 26,342 (d) common stock 26,342 $10.81 0 direct
STOCK OPTIONS (RIGHT TO BUY) 37.52 2021-07-15 deemed execution date D 13,171 (d) common stock 13,171 $37.52 0 direct
Footnotes
IDfootnote
f1 this form 4 reports securities disposed of under the terms of the agreement and plan of merger (the ''agreement''), dated as of june 2, 2021, among constellation pharmaceuticals, inc. (the "company"), morphosys ag ("parent") and morphosys development inc. ("purchaser"), an indirect wholly owned subsidiary of parent. pursuant to the agreement, on july 15, 2021 (the "effective time"), purchaser merged with and into the company, with the company becoming a wholly owned subsidiary of parent (the "merger"). in connection with the consummation of the merger, at the effective time, each share of common stock, par value $0.0001 per share, of the company ("common stock") that was outstanding immediately prior to the effective time (other than certain shares specified in the agreement) was converted into the right to receive $34.00 in cash, without interest and subject to any required withholding of taxes (the "merger consideration").
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