CHAIRMAN AND CEO Braunstein Scott bought $6,526 worth of shares (5,933 units at $1.10) and returned $167,530 worth of shares to the company (304,600 units at $0.55), closing all direct ownership in the company (SEC Form 4)
$MRNS
Biotechnology: Pharmaceutical Preparations
Health Care
| 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 |
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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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
MARINUS PHARMACEUTICALS, INC. [ MRNS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/14/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 08/14/2024 | P(1) | 5,933 | A | $1.1(2) | 304,600 | D | |||
| Common Stock | 02/07/2025 | D(3) | 125,064 | D | $0.55(3) | 179,536 | D | |||
| Common Stock | 02/11/2025 | D(3) | 179,536(4) | D | $0.55(3) | 0 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Stock Option (Right to Buy) | $1.4 | 02/11/2025 | D(5) | 167,825 | (5) | 06/18/2034 | Common Stock | 167,825 | $0 | 0 | D | ||||
| Stock Option (Right to Buy) | $9.74 | 02/11/2025 | D(5) | 335,650 | (5) | 01/18/2034 | Common Stock | 335,650 | $0 | 0 | D | ||||
| Stock Option (Right to Buy) | $5.94 | 02/11/2025 | D(5) | 360,000 | (5) | 01/26/2033 | Common Stock | 360,000 | $0 | 0 | D | ||||
| Stock Option (Right to Buy) | $10.4 | 02/11/2025 | D(5) | 193,050 | (5) | 02/04/2032 | Common Stock | 193,050 | $0 | 0 | D | ||||
| Stock Option (Right to Buy) | $12.6 | 02/11/2025 | D(5) | 290,000 | (5) | 01/15/2031 | Common Stock | 290,000 | $0 | 0 | D | ||||
| Stock Option (Right to Buy) | $8.28 | 02/11/2025 | D(5) | 450,000 | (5) | 01/08/2030 | Common Stock | 450,000 | $0 | 0 | D | ||||
| Stock Option (Right to Buy) | $4.28 | 02/11/2025 | D(5) | 200,000 | (5) | 08/06/2029 | Common Stock | 200,000 | $0 | 0 | D | ||||
| Stock Option (Right to Buy) | $15.84 | 02/11/2025 | D(5) | 15,917 | (5) | 02/26/2029 | Common Stock | 15,917 | $0 | 0 | D | ||||
| Stock Option (Right to Buy) | $31.76 | 02/11/2025 | D(5) | 7,500 | (5) | 09/19/2028 | Common Stock | 7,500 | $0 | 0 | D | ||||
| Explanation of Responses: |
| 1. This purchase of the Issuer's common stock (the "Common Stock") on August 14, 2024 resulted in unintentional matching transactions for Section 16(b) reporting purposes. As a result, the Reporting Person has voluntarily paid to the Issuer $52,582.55 prior to the filing of this Form 4, representing the full amount of the profit realized in connection with the matching transactions less expenses, calculated in accordance with Section 16(b). The purchase of Common Stock on August 14, 2024 was matched against the Reporting Person's sale of Common Stock on February 16, 2024 pursuant to a Rule 10b5-1 Plan adopted by the Reporting Person on May 16, 2022 to cover tax obligations in connection with the vesting of restricted stock units. |
| 2. The price reported in column 4 is a weighted-average price. These shares were purchased in multiple transactions at prices ranging from $1.09 to $1.10, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote. |
| 3. On December 29, 2024, the Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement") with Immedica Pharma AB, a corporation organized and existing under the laws of Sweden ("Parent"), and Matador Subsidiary, Inc. a Delaware corporation and a wholly owned subsidiary of Parent ("Purchaser"). Pursuant to the terms of the Merger Agreement and the Offer (as defined in the Merger Agreement), each share of Common Stock held by the Reporting Person was acquired, subject to adjustment, at a purchase price of $0.55 per share (the "Offer Price") in cash. |
| 4. Represents 179,536 shares underlying Restricted Stock Units (the "RSUs"). Pursuant to the terms of the Merger Agreement, at the effective time of the merger (the "Effective Time"), each outstanding RSU was terminated in exchange for a lump sum cash payment equal to (i) the Offer Price multiplied by (ii) the number of shares of Common Stock underlying the RSU. |
| 5. Pursuant to the terms of the Merger Agreement, at the Effective Time, each outstanding out-of-the-money stock option (i.e., a stock option that has an exercise price per share that is greater than the Offer Price) was terminated and the Reporting Person was not entitled to any payment in respect thereof. |
| /s/ Debra A. Mohollen, Attorney-in-Fact | 02/11/2025 | |
| ** 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. | ||