04/27/2026 | Press release | Distributed by Public on 04/27/2026 14:39
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
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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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Options (right to buy) | $10.04 | 04/27/2026 | D(3) | 93,663 | (4) | 01/02/2029 | Common Stock | 93,663 | (3) | 0 | D | ||||
| Stock Options (right to buy) | $9.55 | 04/27/2026 | D(3) | 107,575 | (4) | 01/02/2030 | Common Stock | 107,575 | (3) | 0 | D | ||||
| Stock Options (right to buy) | $12.11 | 04/27/2026 | D(3) | 134,044 | (4) | 01/03/2032 | Common Stock | 134,044 | (3) | 0 | D | ||||
| Stock Options (right to buy) | $11.93 | 04/27/2026 | D(3) | 138,008 | (5) | 01/03/2033 | Common Stock | 138,008 | (3) | 0 | D | ||||
| Stock Options (right to buy) | $14.24 | 04/27/2026 | D(3) | 108,980 | (5) | 01/02/2034 | Common Stock | 108,980 | (3) | 0 | D | ||||
| Stock Options (right to buy) | $9.41 | 04/27/2026 | D(3) | 203,825 | (5) | 01/03/2035 | Common Stock | 203,825 | (3) | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Rosenberg Ellen 47 HULFISH STREET PRINCETON, NJ 08542 |
Chief Legal Officer | |||
| /s/ Christian Formica, Attorney-in-Fact | 04/27/2026 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | The reported securities were disposed of in connection with consummation of the acquisition of the Issuer by BioMarin Pharmaceutical Inc. (the "Merger"), which included 311,410 shares of Common Stock and 152,488 restricted stock units (which vested in full in connection with consummation of the Merger). |
| (2) | The reported securities were disposed of in connection with the consummation of the Merger, which included 15,000 shares of Common Stock. |
| (3) | In connection with consummation of the Merger, each reported stock option ("Option") was cancelled and converted into the right to receive a cash payment equal to (a) the excess of (i) $14.50 per share over (ii) the exercise price payable per share, multiplied by (b) the total number of shares subject to such Option. |
| (4) | Each Option was fully vested. |
| (5) | Each Option vested in full in connection with consummation of the Merger. |