Form 4: Intra-Cellular Therapies President Halstead Disposes of Shares in Johnson & Johnson Merger

Michael Halstead, President of Intra-Cellular Therapies, reports the disposal of shares and derivative securities following the merger with Johnson & Johnson, where each share was converted into $132 in cash.

Summary

• Michael Halstead, President of Intra-Cellular Therapies, filed a Form 4 detailing changes in beneficial ownership.
• The filing reports the disposal of common stock, stock options, restricted stock units (RSUs), and performance stock units (PRSUs) due to the merger between Intra-Cellular Therapies and Johnson & Johnson, effective April 2, 2025.
• Under the merger agreement, each share of Intra-Cellular Therapies common stock was converted into the right to receive $132 in cash.
• Outstanding stock options with an exercise price below $132 were canceled and converted into the right to receive cash equal to the difference between $132 and the exercise price, multiplied by the number of shares underlying the option.
• Options with an exercise price equal to or exceeding $132 were canceled for no consideration.
• RSUs and PRSUs were canceled and converted into the right to receive cash equal to the number of underlying shares multiplied by $132, with some RSUs granted in 2025 having deferred payment schedules.
• Performance measures for PRSUs were treated as satisfied at the target level of performance for the cash conversion.

Sentiment

Score: 7

Explanation: The sentiment is neutral to positive. The merger provides a clear exit strategy for shareholders at a defined price. The document is a standard regulatory filing.

Future Outlook

The merger is complete, and Intra-Cellular Therapies is now a wholly-owned subsidiary of Johnson & Johnson.

Industry Context

This merger reflects ongoing consolidation trends in the pharmaceutical industry, where larger companies acquire smaller firms with promising drug candidates or technologies.

Stakeholder Impact

• Shareholders received $132 per share in cash.
• Employees are now part of Johnson & Johnson.
• The company is now a wholly-owned subsidiary of Johnson & Johnson.

Key Dates

Keywords

Merger, Intra-Cellular Therapies, Johnson & Johnson, Form 4, Beneficial Ownership, Halstead, Stock Options, RSU, PRSU