SEC FORM 4

SEC FORM 4 SEC Form 4

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).

1. Name and Address of Reporting Person^*

Potts Jeannette

(Last)

(First)

(Middle)

C/O FORMA THERAPEUTICS HOLDINGS, INC.

300 NORTH BEACON STREET, SUITE 501

(Street)

WATERTOWN

02472

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Forma Therapeutics Holdings, Inc. [ FMTX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
10/14/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	10/14/2022		U⁽¹⁾		3,400⁽¹⁾	D	⁽¹⁾	0	D
Common Stock	10/14/2022		U⁽¹⁾⁽²⁾		43,958⁽²⁾	D	⁽²⁾	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$5.05	10/14/2022		D⁽¹⁾⁽³⁾			111,746	⁽³⁾	⁽³⁾	Common Stock	111,746	⁽³⁾	0	D
Stock Option (Right to Buy)	$5.05	10/14/2022		D⁽¹⁾⁽³⁾			11,689	⁽³⁾	⁽³⁾	Common Stock	11,689	⁽³⁾	0	D
Stock Option (Right to Buy)	$5.43	10/14/2022		D⁽¹⁾⁽³⁾			105,201	⁽³⁾	⁽³⁾	Common Stock	105,201	⁽³⁾	0	D
Stock Option (Right to Buy)	$20	10/14/2022		D⁽¹⁾⁽³⁾			72,004	⁽³⁾	⁽³⁾	Common Stock	72,004	⁽³⁾	0	D
Stock Option (Right to Buy)	$38.61	10/14/2022		D⁽¹⁾⁽³⁾			43,550	⁽³⁾	⁽³⁾	Common Stock	43,550	⁽³⁾	0	D
Stock Option (Right to Buy)	$9.86	10/14/2022		D⁽¹⁾⁽³⁾			37,500	⁽³⁾	⁽³⁾	Common Stock	37,500	⁽³⁾	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 August 31, 2022, by and among Forma Therapeutics Holdings, Inc. (the "Issuer"), Novo Nordisk A/S (the "Parent"), and NNUS New Dev, Inc., a wholly owned indirect subsidiary of Parent ("Merger Sub"), pursuant to which Merger Sub completed a cash tender offer for shares of common stock of the Issuer (each, a "Share") and thereafter merged with and into the Issuer (the "Merger"), effective as of October 14, 2022 (the "Effective Time"). At the Effective Time, each issued and outstanding Share was cancelled and converted into the right to receive $20.00 in cash (the "Merger Consideration"), subject to withholding of applicable taxes and without interest.

2. Consists of restricted stock units ("RSUs"), including those RSUs settled into Shares upon vesting. Pursuant to the terms of the Merger Agreement, at the Effective Time, each RSU (whether vested or unvested) that was outstanding immediately prior to the Effective Time, was cancelled and converted into the right to receive, for each Share underlying such RSU, an amount in cash equal to the Merger Consideration, subject to withholding of applicable taxes and without interest.

3. Pursuant to the terms of the Merger Agreement, at the Effective Time, each option (whether vested or unvested) that was outstanding and unexercised immediately prior to the Effective Time, was cancelled and converted into the right to receive, for each Share underlying such option, an amount in cash equal to the excess, if any, of the Merger Consideration over the exercise price per share of such option. Each option that was outstanding and unexercised immediately prior to the Effective Time which had a per share exercise price greater than or equal to the Merger Consideration was cancelled with no consideration payable.

Remarks:

Officer Title: SVP, General Counsel and Corporate Secretary

	/s/ Jeannette Potts	10/14/2022
	** 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.
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SEC Form 4: Potts Jeannette closing all direct ownership in the company