January 6, 2026 · Form 4 insider transaction
Hack Andrew A. F. sold 346,545 shares of MRSN, a transaction worth N/A. The trade was recorded as u and disclosed on an SEC Form 4, filed 0 days after the transaction.
Pursuant to the terms of that certain Agreement and Plan of Merger (the "Merger Agreement"), by and among the Issuer, Day One Biopharmaceuticals, Inc. ("Parent") and Parent's direct wholly-owned subsidiary, Emerald Merger Sub, Inc. ("Purchaser"), dated as of November 12, 2025, the shares (the "Shares") of common stock, par value $0.0001 per share, of the Issuer (the "Common Stock") that were tendered to Purchaser prior to the expiration time of the Offer were exchanged for: (i) $25.00 per Share, net to the stockholder in cash, without interest and less any applicable tax withholding (the "Upfront Cash Consideration"), plus (ii) one non-tradeable contingent value right per Share (each, a "CVR"),; (continued from footnote 1) which represents the right to receive certain contingent milestone payments of up to an aggregate of $30.25 per CVR in cash, without interest and less any applicable tax withholding, upon the achievement of certain specified milestones in accordance with the terms and subject to the conditions of a contingent value rights agreement entered into by Parent and the rights agent (the Upfront Cash Consideration plus one CVR, collectively, the "Offer Price"). After completion of the tender offer, pursuant to the terms of the Merger Agreement, Purchaser merged with and into the Issuer, effective as of January 6, 2026 (the "Effective Time"), with the Issuer continuing as the surviving corporation and a wholly owned subsidiary of Parent.; Represents shares of Common Stock held directly by Bain Capital Life Sciences Fund II, L.P. ("BCLS II"), BCIP Life Sciences Associates, LP ("BCIPLS") and BCLS II Investco, LP ("BCLS II Investco" and, together with BCLS II and BCIPLS, the "Bain Capital Life Sciences Entities"). Bain Capital Life Sciences Investors, LLC ("BCLSI") (i) is the ultimate general partner of each of BCLS II and BCLS II Investco and (ii) governs the investment strategy and decision-making process with respect to investments held by BCIPLS. The Reporting Person is a Partner of BCLSI. As a result, the Reporting Person may be deemed to share voting and dispositive power with respect to the shares held by the Bain Capital Life Sciences Entities. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.