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CHMA Chiasma Inc

3.76
0.00 (0.00%)
Last Updated: 01:00:00
Delayed by 15 minutes
Share Name Share Symbol Market Type
Chiasma Inc NASDAQ:CHMA NASDAQ Common Stock
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 3.76 3.76 3.80 0 01:00:00

Statement of Changes in Beneficial Ownership (4)

05/08/2021 10:52pm

Edgar (US Regulatory)


FORM 4 [X] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response...
0.5                       
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

STACK DAVID M
2. Issuer Name and Ticker or Trading Symbol

CHIASMA, INC [ CHMA ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                    _____ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle)

C/O CHIASMA, INC., 140 KENDRICK STREET, BUILDING C EAST
3. Date of Earliest Transaction (MM/DD/YYYY)

8/5/2021
(Street)

NEEDHAM, MA 02494
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 8/5/2021  D(1)  25000 D(2) (2)0 I See Footnote (3)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Option (Right to Buy) $3.29 8/5/2021  D (1)(4)    91954   (4) (4)Common Stock 91954 $0.00 0 D  
Stock Option (Right to Buy) $5.57 8/5/2021  D (1)(4)    72683   (4) (4)Common Stock 72683 $0.00 0 D  
Stock Option (Right to Buy) $3.14 8/5/2021  D (1)(4)    10000   (4) (4)Common Stock 10000 $0.00 0 D  
Stock Option (Right to Buy) $1.35 8/5/2021  D (1)(4)    13000   (4) (4)Common Stock 13000 $0.00 0 D  
Stock Option (Right to Buy) $1.45 8/5/2021  D (1)(4)    13000   (4) (4)Common Stock 13000 $0.00 0 D  
Stock Option (Right to Buy) $7.98 8/5/2021  D (1)(4)    13000   (4) (4)Common Stock 13000 $0.00 0 D  
Stock Option (Right to Buy) $5.81 8/5/2021  D (1)(4)    13000   (4) (4)Common Stock 13000 $0.00 0 D  

Explanation of Responses:
(1) This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement") dated as of May 4, 2021, by and among Chiasma, Inc. (the "Company), Amryt Pharma plc ("Parent"), and Acorn Merger Sub, Inc., an indirect wholly-owned subsidiary of Parent ("Merger Sub") pursuant to which Merger Sub merged with and into the Company (the "Merger") with the Company surviving as an indirect wholly owned subsidiary of Parent effective as of August [5], 2021 (the "Effective Time").
(2) At the Effective Time, each share of common stock of the Company (each, a "Share") (excluding any Shares held in the treasury of the Company or owned, directly or indirectly, by Parent or Merger Sub immediately prior to the Effective Time) was cancelled and converted into the right to receive 0.396 (the "Exchange Ratio") American Depositary Shares of Parent ("Parent ADS") representing five ordinary shares of Parent.
(3) Shares held by Three Colleens Investment LLC, a limited liability company jointly owned and managed by the Reporting Person and his spouse. This Form 4 shall not be deemed an admission of beneficial ownership of these shares by the Reporting Person except to the extent of his pecuniary interest therein.
(4) At the Effective Time, each option to purchase Shares (each, a "Company Option") that was outstanding and unexercised prior to the Effective Time, whether or not vested, by virtue of the Merger, ceased to represent a right to acquire Shares and was converted into the option to purchase Parent ADSs (each an "Assumed Stock Option"). The number of Parent ADSs shall be equal to (i) number of Shares subject to each Company Option immediately prior to the Effective Time multiplied by (ii) Exchange Ratio, rounded down, if necessary, to the nearest whole number of Parent ADSs, and such Assumed Stock Option shall have an exercise price per Parent ADS (rounded up to the nearest cent) equal to (a) the exercise price per Share otherwise purchasable pursuant to such Company Option divided by (b) the Exchange Ratio.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
STACK DAVID M
C/O CHIASMA, INC.
140 KENDRICK STREET, BUILDING C EAST
NEEDHAM, MA 02494
X



Signatures
/s/ Lee G. Giguere, Attorney-in-Fact8/5/2021
**Signature of Reporting PersonDate

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