Harshbarger Benjamin 4

Accession 0000905148-26-000317

CIK 0001454789other

Filed

Jan 22, 7:00 PM ET

Accepted

Jan 23, 4:25 PM ET

Size

11.0 KB

Accession

0000905148-26-000317

AI-generated summary of this filing

Updated Jan 23, 2026

Astria Therapeutics (ATXS) CLO Benjamin Harshbarger Derivative Awards Cashed Out

What Happened

Benjamin Harshbarger, Chief Legal Officer of Astria Therapeutics, reported three dispositions of derivative securities on 2026-01-23 totaling 350,833 shares (33,333; 55,000; 262,500). The reported dispositions are derivative in nature and show "N/A" for per-share price on the Form 4.
These dispositions resulted from the merger with BioCryst (effective Jan 23, 2026). Under the merger agreement, Astria options with exercise prices below $13.00 ("in‑the‑money" options) were cashed out for a cash payment equal to (number of shares subject to the option) × ($13.00 − option exercise price). Options with exercise prices at or above $13.00 were canceled for no consideration (and those cancelations are exempt from Section 16 reporting).

Key Details

Transaction date: 2026-01-23 (effective date of the merger).
Reported dispositions: 33,333; 55,000; and 262,500 derivative shares — total 350,833.
Price/value: Per-share price shown as N/A on the Form 4; cash consideration for in‑the‑money options is determined by the merger formula ($13.00 minus option exercise price) and is not broken out on this filing.
Transaction code: D (Disposition to issuer) for derivative securities resulting from the merger.
Shares owned after transaction: Not stated in the filing.
Footnotes: F1 notes figures were adjusted for a prior 1-for-6 reverse split (Aug 19, 2021). F2 explains the merger mechanics (cash-out of in‑the‑money options; cancellation of out‑of‑the‑money options).
Timeliness: Filing lists the transaction date as 2026-01-23 and was filed with the same report date — appears timely.

Context

This is not an open-market sale by the insider but a corporate transaction (options canceled/cash‑settled under merger terms). The reported dispositions reflect option settlements at merger, not a voluntary sale of existing stock holdings.
The cash received (if any) depends on each option's original exercise price; the Form 4 does not disclose per-option exercise prices or aggregate cash paid to the reporting person.

Form 4Exit

Period: 2026-01-23

Chief Legal Officer

Transactions

Disposition to Issuer
Stock Option (Right to Buy)
[F1][F2]
2026-01-23−33,333→ 0 total
Exercise: $12.96→ Common Stock (33,333 underlying)
Disposition to Issuer
Stock Option (Right to Buy)
[F2]
2026-01-23−55,000→ 0 total
Exercise: $6.51→ Common Stock (55,000 underlying)
Disposition to Issuer
Stock Option (Right to Buy)
[F2]
2026-01-23−262,500→ 0 total
Exercise: $6.41→ Common Stock (262,500 underlying)

Footnotes (2)

[F1]These numbers have been adjusted to reflect the 1-for-6 reverse stock split the Issuer effected on August 19, 2021.
[F2]Pursuant to an Agreement and Plan of Merger, dated as of October 14, 2025, by and among the Issuer, BioCryst Pharmaceuticals, Inc. ("BioCryst"), and Axel Merger Sub, Inc., a wholly-owned subsidiary of BioCryst, on January 23, 2026, Axel Merger Sub, Inc. merged with and into the Issuer, with the Issuer surviving and becoming a wholly-owned subsidiary of BioCryst (the "Merger"). At the effective time of the Merger (the "Effective Time"), each Issuer stock option for which the applicable exercise price was less than $13.00 (each, an "In-the-Money Option") that was outstanding immediately prior to the Effective Time became fully vested and exercisable and was canceled in exchange for the payment in cash equal to the product of (i) the total number of shares of common stock subject to such canceled In-the-Money Option immediately prior to the Effective Time and (ii) the excess of $13.00 over the exercise price per share subject to each such canceled In-the-Money Option, without interest.

Signature

/s/ Ben Harshbarger|2026-01-23

1 file

Astria Therapeutics, Inc.

CIK 0001454789

Entity typeother