Deciphera Pharmaceuticals Form 4 / Thomas Patrick Kelly ownership change

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^*

Kelly Thomas Patrick

(Last)

(First)

(Middle)

C/O DECIPHERA PHARMACEUTICALS, INC.

200 SMITH STREET

(Street)

WALTHAM

02451

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Deciphera Pharmaceuticals, Inc. [ NA ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
06/11/2024

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	06/11/2024		A⁽¹⁾		34,157	A	⁽¹⁾	114,507	D
Common Stock	06/11/2024		D⁽²⁾		72,029	D	⁽³⁾	42,478	D
Common Stock	06/11/2024		U⁽²⁾		42,478	D	⁽⁴⁾	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)	$1.89	06/11/2024		D⁽²⁾			85,456	⁽⁵⁾	⁽⁵⁾	Common Stock	85,456	⁽⁵⁾	0	D
Stock Option (Right to Buy)	$3.95	06/11/2024		D⁽²⁾			5,650	⁽⁵⁾	⁽⁵⁾	Common Stock	5,650	⁽⁵⁾	0	D
Stock Option (Right to Buy)	$6.13	06/11/2024		D⁽²⁾			103,219	⁽⁵⁾	⁽⁵⁾	Common Stock	103,219	⁽⁵⁾	0	D
Stock Option (Right to Buy)	$9.23	06/11/2024		D⁽²⁾			82,265	⁽⁵⁾	⁽⁵⁾	Common Stock	82,265	⁽⁵⁾	0	D
Stock Option (Right to Buy)	$8.27	06/11/2024		D⁽²⁾			82,000	⁽⁵⁾	⁽⁵⁾	Common Stock	82,000	⁽⁵⁾	0	D
Stock Option (Right to Buy)	$15.48	06/11/2024		D⁽²⁾			65,900	⁽⁵⁾	⁽⁵⁾	Common Stock	65,900	⁽⁵⁾	0	D
Stock Option (Right to Buy)	$15.92	06/11/2024		D⁽²⁾			69,100	⁽⁵⁾	⁽⁵⁾	Common Stock	69,100	⁽⁵⁾	0	D

Explanation of Responses:

1. Represents restricted stock units ("RSUs") previously granted to the Reporting Person subject to performance-based vesting conditions, for which the performance conditions associated with such RSUs had not yet occurred.

2. This Form 4 reports securities disposed pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of April 29, 2024, by and among the Issuer, Ono Pharmaceutical Co., Ltd. ("Parent"), and Topaz Merger Sub, Inc., a wholly owned subsidiary of Parent ("Merger Sub"). Pursuant to the Merger Agreement, Merger Sub completed a cash tender offer to acquire all of the issued and outstanding shares of common stock of the Issuer, par value $0.01 per share (the "Common Stock") for a price per share of $25.60, without interest and subject to tax withholding (the "Merger Consideration"). Effective as of June 11, 2024 (the "Effective Time"), Merger Sub merged with and into the Issuer, with the Issuer continuing as the surviving corporation in the Merger and as a wholly owned subsidiary of Parent.

3. Pursuant to the terms of the Merger Agreement, immediately prior to the Effective Time, each outstanding RSU (whether vested or unvested) was deemed to have vested, and was cancelled and automatically converted into the right to receive an amount in cash equal to the Merger Consideration.

4. Pursuant to the terms of the Merger Agreement, at the Effective Time, each share of Common Stock held by the Reporting Person was tendered in exchange for the Merger Consideration, without interest and subject to tax withholding.

5. Pursuant to the terms of the Merger Agreement, immediately prior to the Effective Time, each outstanding stock option of the Issuer having an exercise price per share that is less than the Merger Consideration became fully vested, and was cancelled and automatically converted into the right to receive an amount in cash equal to (A) the number of shares underlying such option multiplied by (B) the Merger Consideration.

	/s/ Jeffrey M. Held, Attorney-in-Fact	06/11/2024
	** 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).
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Deciphera Pharmaceuticals (DCPH) Form 4Deciphera Pharmaceuticals / Thomas Patrick Kelly ownership change