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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
X
 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Salas Eduardo Rene
(Last) (First) (Middle)
C/O INTRA-CELLULAR THERAPIES, INC.
135 ROUTE 202/206, SUITE 6
(Street)
BEDMINSTER NJ 07921
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Intra-Cellular Therapies, Inc. [ ITCI ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
04/02/2025
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)
Code V Amount (A) or (D) Price
Common Stock 04/02/2025 D(1)(2) 1,567 D $132(1)(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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy) $60.03 04/02/2025 D 20,000 (3)(4) 04/19/2032 Common Stock 20,000 (3)(4) 0 D
Stock Option (right to buy) $55.48 04/02/2025 D 16,757 (3)(4) 06/08/2032 Common Stock 16,757 (3)(4) 0 D
Stock Option (right to buy) $63.79 04/02/2025 D 7,009 (3)(4) 06/22/2033 Common Stock 7,009 (3)(4) 0 D
Stock Option (right to buy) $67.77 04/02/2025 D 4,322 (3)(4) 06/13/2034 Common Stock 4,322 (3)(4) 0 D
Restricted Stock Units (5) 04/02/2025 D 2,951 (6) (7) Common Stock 2,951 (6) 0 D
Explanation of Responses:
1. This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger, dated January 10, 2025 (the "Merger Agreement"), by and among Intra-Cellular Therapies, Inc. (the "Company"), Johnson & Johnson, a New Jersey corporation ("Parent"), and Fleming Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), pursuant to which, subject to the terms and conditions thereof, Merger Sub merged with and into the Company (the "Merger"), with the Company surviving the Merger as a wholly owned subsidiary of Parent, effective as of April 2, 2025 (the "Effective Time").
2. (Continued from Footnote 1) At the Effective Time, each share of common stock, par value $0.0001 per share, of the Company ("Company Shares") issued and outstanding immediately prior to the Effective Time (other than certain Company Shares canceled pursuant to the Merger Agreement and Company Shares with respect to which appraisal rights had been properly and validly exercised) was automatically converted into the right to receive an amount equal to $132.00 per share in cash (the "Merger Consideration"), without interest thereon and less any applicable tax withholdings.
3. Upon the terms and subject to the conditions set forth in the Merger Agreement, at the Effective Time, each option to purchase Company Shares (each, a "Company Option") that was then outstanding and unexercised as of immediately prior to the Effective Time, whether vested or unvested, and which had a per share exercise price that was less than the Merger Consideration, was canceled and converted into the right to receive an amount in cash (without interest) equal to the product of (i) the aggregate number of Company Shares underlying such Company Option immediately prior to the Effective Time, and (ii) the excess of (A) the Merger Consideration over (B) the per share exercise price of such Company Option.
4. (Continued from Footnote 3) In addition, upon the terms and subject to the conditions set forth in the Merger Agreement, at the Effective Time, each other Company Option with a per share exercise price that equaled or exceeded the amount of the Merger Consideration was canceled for no consideration.
5. Each restricted stock unit (each, a "Company RSU") represented a contingent right to receive one Company Share.
6. Upon the terms and subject to the conditions set forth in the Merger Agreement, at the Effective Time, each Company RSU that was then outstanding as of immediately prior to the Effective Time, whether vested or unvested, was canceled and converted into the right to receive an amount in cash (without interest) equal to the product of (i) the aggregate number of Company Shares underlying such Company RSU immediately prior to the Effective Time and (ii) the Merger Consideration. Notwithstanding the foregoing, in the case of each Company RSU granted in 2025, the Merger Consideration will instead be payable at the time the original Company RSU would have vested, subject to accelerated vesting in certain circumstances.
7. Not applicable.
Remarks:
EX-24.1 - Power of Attorney
/s/ John P. Condon, Attorney-in-fact 04/02/2025
** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Exhibit 24.1

POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints Michael I. Halstead, President of Intra-Cellular Therapies, Inc. (the “Company”), Sanjeev Narula, Executive Vice President, Chief Financial Officer and Treasurer of the Company, John P. Condon, Senior Vice President, General Counsel and Secretary of the Company, and John T. Rudy, Allyson Wilkinson, Raven Sun, Ric Lampkins, Maura Foley and Robyn Frattali of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., signing singly, with full power of substitution, the undersigned’s true and lawful attorney-in-fact to:

(1)
execute for and on behalf of the undersigned, forms and authentication documents for EDGAR Filing Access;

 

(2)
do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such forms and authentication documents;

 

(3)
execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer, director and/or 10% stockholder of the Company, Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder;

 

(4)
do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5 and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

 

(5)
take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interests of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.

 

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of the date set forth below.

Date: September 24, 2024

By: /s/ Eduardo Rene Salas

Eduardo Rene Salas

 

Exhibit 24.1

POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints Michael I. Halstead, President of Intra-Cellular Therapies, Inc. (the “Company”), Sanjeev Narula, Executive Vice President, Chief Financial Officer and Treasurer of the Company, John P. Condon, Senior Vice President, General Counsel and Secretary of the Company, and John T. Rudy, Allyson Wilkinson, Raven Sun, Ric Lampkins, Maura Foley and Robyn Frattali of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., signing singly, with full power of substitution, the undersigned’s true and lawful attorney-in-fact to:

(1)
execute for and on behalf of the undersigned, forms and authentication documents for EDGAR Filing Access;

 

(2)
do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such forms and authentication documents;

 

(3)
execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer, director and/or 10% stockholder of the Company, Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder;

 

(4)
do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5 and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

 

(5)
take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interests of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.

 

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of the date set forth below.

Date: September 24, 2024

By: /s/ Eduardo Rene Salas

Eduardo Rene Salas

 

Grafico Azioni Intra Cellular Therapies (NASDAQ:ITCI)
Storico
Da Mar 2025 a Apr 2025 Clicca qui per i Grafici di Intra Cellular Therapies
Grafico Azioni Intra Cellular Therapies (NASDAQ:ITCI)
Storico
Da Apr 2024 a Apr 2025 Clicca qui per i Grafici di Intra Cellular Therapies