SEC Form 4 · accession 0001628280-26-048001
Esperion Therapeutics, Inc. · ESPR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Benjamin Looker
Officer — Chief Legal Officer
Period of report
Jul 13, 2026
Accepted (ET)
Jul 13, 2026 · 4:04 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0001434868
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF2,F3 | Jul 13, 2026 | D | 667,524 | — | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (right to buy)F4 | $2.05 | Jul 13, 2026 | D | 150,000 | D | — | Mar 14, 2034 | Common Stock | 150,000 | 0 | D |
| Stock Option (right to buy)F4 | $1.50 | Jul 13, 2026 | D | 201,000 | D | — | Mar 14, 2035 | Common Stock | 201,000 | 0 | D |
| Stock Option (right to buy)F4 | $2.44 | Jul 13, 2026 | D | 269,230 | D | — | Mar 13, 2036 | Common Stock | 269,230 | 0 | D |
Explanation of responses
- F1This Form 4 reports securities disposed of pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated May 1, 2026, by and among the Issuer, Essence Parent Inc., a Delaware corporation ("Parent") and Essence MergerCo Inc., a Delaware corporation and wholly owned subsidiary of Parent ("MergerCo"), pursuant to which, on July 13, 2026 (the "Effective Time"), MergerCo merged with and into the Issuer, with the Issuer continuing as the surviving corporation and a wholly owned subsidiary of Parent.
- F2At the Effective Time, each share of the Issuer's common stock, par value $0.001 per share ("Common Stock") was converted into the right to receive (a) an amount in cash equal to $3.16 per share, without interest (the "per share cash consideration"), and (b) one contractual contingent value right per share (each, a "CVR" and, together with the per share cash consideration, the "merger consideration"), representing the right to participate in contingent payments in cash, without interest, upon the achievement of certain milestones, subject to any applicable withholding taxes. From and after the Effective Time, all such shares of Common Stock were no longer outstanding and were automatically canceled.
- F3Includes 483,635 restricted stock units (each, a "RSU"). At the Effective Time, each RSU with respect to Common Stock outstanding immediately prior to the Effective Time vested in full (to the extent then-unvested), and was canceled and converted into the right to receive, with respect to each share of Common Stock subject to such RSU immediately prior to the effective time, (a) a cash payment (rounded down to the nearest cent), without interest and subject to applicable tax withholding and deductions, equal to the per share cash consideration, plus (b) one CVR, subject to certain exceptions.
- F4At the Effective Time, each stock option having a per share exercise price that was less than the per share cash consideration (each, an "in-the-money option") was canceled and converted into the right to receive, for each share of Common Stock issuable upon the exercise of such in-the-money option immediately prior to the Effective Time, (a) a cash payment (rounded down to the nearest cent), without interest and subject to applicable tax withholding and deductions, equal to the excess of the per share cash consideration over the per share exercise price of such in-the-money option plus (b) one CVR.
Remarks
Exhibit List: Exhibit 24 - Power of Attorney