organization · Reporting owner
UNITED THERAPEUTICS Corp
Disclosed activity across 3 companies
Sign in to followReported relationships
Latest disclosed role at each company.
| Company | Last reported as | Report date | Published |
|---|---|---|---|
| Miromatrix Medical Inc.MIRO · Entity 96164 | 10% owner | December 12, 2023 | December 14, 2023 |
| SteadyMed Ltd.STDY · Entity 163743 | 10% owner | April 29, 2018 | May 07, 2018 |
Disclosed balances
About these balances
Latest available filing per company, not a reconstructed current portfolio. Matching sequences show the last reported balance with all source rows expandable; grouping alone does not establish account ownership. Do not add unresolved positions together. Filings may omit unchanged positions, and amendments may correct only part of an older disclosure. Jointly reported shares are not necessarily this owner's personal holdings.
Miromatrix Medical Inc.
Report date December 12, 2023 · Filed December 14, 2023
| Security / award | Ownership account | Disclosed shares / units | Disclosure context |
|---|---|---|---|
| Common StockSEC Table I · non-derivative | Direct | 27,419,228 |
Reported balance
Holding disclosure · report date 2023-12-12 · row 1
Holding and transaction disclosures are not merged.
1 source rowRow 1 · Balance 27,419,228 F1: Pursuant to the terms of the Agreement and Plan of Merger, dated as of October 29, 2023 (the "Merger Agreement"), by and among United Therapeutics Corporation (the "Reporting Person"), a Delaware public benefit corporation, Morpheus Subsidiary Inc. ("Purchaser"), a Delaware corporation and a wholly owned subsidiary of the Reporting Person, and Miromatrix Medical Inc., a Delaware corporation (the "Issuer"), Purchaser conducted a tender offer (the "Offer") for all issued and outstanding shares of common stock, par value $0.00001 per share ("Common Stock") of the Issuer, in exchange for (i) $3.25 per share in cash, plus (ii) one contractual contingent value right per share, representing the right to receive a contingent payment of $1.75 in cash upon the achievement of a specified milestone on or prior to December 31, 2025, in each case, without interest and less any required withholding taxes (collectively, the "Offer Consideration"). F2: The tender offer expired at one minute after 11:59 p.m., New York City time, on December 11, 2023, at which time 22,876,102 shares of Common Stock were validly tendered and "received" (as defined in Section 251(h) of the Delaware General Corporation Law (the "DGCL")) by the Paying Agent and not validly withdrawn pursuant to the Offer. On December 12, 2023, Purchaser accepted for payment all such shares. F3: On December 13, 2023, Purchaser merged with and into the Issuer, pursuant to Section 251(h) of the DGCL, with the Issuer surviving as a wholly owned subsidiary of the Reporting Person (the "Merger"). In the Merger, (i) each share of Common Stock (other than shares held in the treasury of the Issuer and shares irrevocably accepted for purchase pursuant to the Offer) was converted into the right to receive the Offer Consideration and (ii) the one share of common stock of Purchaser issued and outstanding immediately before the Merger was automatically converted into and became one validly issued, fully paid and non-assessable share of common stock, par value $0.01 per share, of the Issuer. |
Filing footnotes · ownership attribution and instrument terms
F1: Pursuant to the terms of the Agreement and Plan of Merger, dated as of October 29, 2023 (the "Merger Agreement"), by and among United Therapeutics Corporation (the "Reporting Person"), a Delaware public benefit corporation, Morpheus Subsidiary Inc. ("Purchaser"), a Delaware corporation and a wholly owned subsidiary of the Reporting Person, and Miromatrix Medical Inc., a Delaware corporation (the "Issuer"), Purchaser conducted a tender offer (the "Offer") for all issued and outstanding shares of common stock, par value $0.00001 per share ("Common Stock") of the Issuer, in exchange for (i) $3.25 per share in cash, plus (ii) one contractual contingent value right per share, representing the right to receive a contingent payment of $1.75 in cash upon the achievement of a specified milestone on or prior to December 31, 2025, in each case, without interest and less any required withholding taxes (collectively, the "Offer Consideration").
F2: The tender offer expired at one minute after 11:59 p.m., New York City time, on December 11, 2023, at which time 22,876,102 shares of Common Stock were validly tendered and "received" (as defined in Section 251(h) of the Delaware General Corporation Law (the "DGCL")) by the Paying Agent and not validly withdrawn pursuant to the Offer. On December 12, 2023, Purchaser accepted for payment all such shares.
F3: On December 13, 2023, Purchaser merged with and into the Issuer, pursuant to Section 251(h) of the DGCL, with the Issuer surviving as a wholly owned subsidiary of the Reporting Person (the "Merger"). In the Merger, (i) each share of Common Stock (other than shares held in the treasury of the Issuer and shares irrevocably accepted for purchase pursuant to the Offer) was converted into the right to receive the Offer Consideration and (ii) the one share of common stock of Purchaser issued and outstanding immediately before the Merger was automatically converted into and became one validly issued, fully paid and non-assessable share of common stock, par value $0.01 per share, of the Issuer.
SteadyMed Ltd.
Report date April 29, 2018 · Filed May 07, 2018
| Security / award | Ownership account | Disclosed shares / units | Disclosure context |
|---|---|---|---|
| Ordinary SharesSEC Table I · non-derivative | Direct | 0 |
Reported balance
Holding disclosure · report date 2018-04-29 · row 1
Holding and transaction disclosures are not merged.
1 source rowRow 1 · Balance 0 F1: United Therapeutics Corporation ("United Therapeutics") is deemed to have beneficial ownership over the 11,517,741 shares of the Issuer held by OrbiMed Private Investments VI, L.P., OrbiMed Israel Partners II L.P., Brian Stark and Keith Bank (collectively, the "SteadyMed Shareholders", and such held shares, "SteadyMed Held Shares"), as a result of entering into those certain Voting Agreements, dated as of April 29, 2018, with each of the SteadyMed Shareholders, pursuant to which, in part, the SteadyMed Shareholders agreed to support the transactions contemplated by the Merger Agreement (as defined below) (the "Transactions"), including the Merger (as defined below), by voting all SteadyMed Held Shares in favor of the Transactions. The SteadyMed Shareholders also agreed not to enter into any voting agreement or voting trust or grant a proxy which is inconsistent with its obligations to vote in favor of the Transactions. (Continued in Footnote 2) F2: On April 29, 2018, an Agreement and Plan of Merger (the "Merger Agreement") was entered into by and among United Therapeutics, the Issuer and Daniel 24043 Acquisition Corp., a wholly owned subsidiary of United Therapeutics ("Merger Sub"). Pursuant to the Merger Agreement, Merger Sub will merge with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a subsidiary of United Therapeutics. F3: United Therapeutics does not have any pecuniary interest in any of the SteadyMed Held Shares and expressly disclaims beneficial ownership over the SteadyMed Held Share. |
Filing footnotes · ownership attribution and instrument terms
F1: United Therapeutics Corporation ("United Therapeutics") is deemed to have beneficial ownership over the 11,517,741 shares of the Issuer held by OrbiMed Private Investments VI, L.P., OrbiMed Israel Partners II L.P., Brian Stark and Keith Bank (collectively, the "SteadyMed Shareholders", and such held shares, "SteadyMed Held Shares"), as a result of entering into those certain Voting Agreements, dated as of April 29, 2018, with each of the SteadyMed Shareholders, pursuant to which, in part, the SteadyMed Shareholders agreed to support the transactions contemplated by the Merger Agreement (as defined below) (the "Transactions"), including the Merger (as defined below), by voting all SteadyMed Held Shares in favor of the Transactions. The SteadyMed Shareholders also agreed not to enter into any voting agreement or voting trust or grant a proxy which is inconsistent with its obligations to vote in favor of the Transactions. (Continued in Footnote 2)
F2: On April 29, 2018, an Agreement and Plan of Merger (the "Merger Agreement") was entered into by and among United Therapeutics, the Issuer and Daniel 24043 Acquisition Corp., a wholly owned subsidiary of United Therapeutics ("Merger Sub"). Pursuant to the Merger Agreement, Merger Sub will merge with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a subsidiary of United Therapeutics.
F3: United Therapeutics does not have any pecuniary interest in any of the SteadyMed Held Shares and expressly disclaims beneficial ownership over the SteadyMed Held Share.
Past disclosures · reporting ended (1)
No longer tracked through insider filings. These historical balances do not imply present ownership or a zero position.
TransMedics Group, Inc.
Report date December 09, 2019 · Filed December 10, 2019
Jointly reported with Lung Biotechnology PBC
Section 16 reporting ended · disclosed 2019-12-10. Current position is not established by this disclosure.
| Security / award | Ownership account | Disclosed shares / units | Disclosure context |
|---|---|---|---|
| Common StockSEC Table I · non-derivative | IndirectBy Lung Biotechnology PBC | 2,053,240 |
Reported balance
After 2019-12-09 transaction · row 1
Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source rowRow 1 · 2019-12-09 · Sale · Disposed 500,000 · Balance 2,053,240 F1: The securities reported as being indirectly beneficially owned by United Therapeutics Corporation are directly beneficially owned by Lung Biotechnology PBC. Lung Biotechnology PBC is a wholly-owned subsidiary of United Therapeutics Corporation. |
Filing footnotes · ownership attribution and instrument terms
F1: The securities reported as being indirectly beneficially owned by United Therapeutics Corporation are directly beneficially owned by Lung Biotechnology PBC. Lung Biotechnology PBC is a wholly-owned subsidiary of United Therapeutics Corporation.
Transaction history
JSON APIPurchases/sales include open-market and private transactions. Plan disclosure applies to the filing; individual rows may differ. “Not disclosed” is not “unplanned.”
The cutoff filters transaction history only. Company summaries and owner relationships show the latest available disclosures. Parser corrections can improve historical records.
| Transaction date | Company | Activity / security | Shares / units | Reported price | Reported value | Details |
|---|---|---|---|---|---|---|
| December 09, 2019 Filed Dec 10, 2019 21:31 UTC | TransMedics Group, Inc. TMDX · Entity 4261 | SaleCommon Stock | 500,000 | $18.75 | $9,375,000.00 |
DisclosureSEC source: 0001104659-19-071451 · a4.xml · nonDerivative · entry 1 UNITED THERAPEUTICS Corp · CIK 0001082554 · 10% owner Lung Biotechnology PBC · CIK 0001774528 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · By Lung Biotechnology PBC Disclosed balance after: 2,053,240 F1 · ownership.nature: The securities reported as being indirectly beneficially owned by United Therapeutics Corporation are directly beneficially owned by Lung Biotechnology PBC. Lung Biotechnology PBC is a wholly-owned subsidiary of United Therapeutics Corporation. Read SEC document |
| May 06, 2019 Filed May 6, 2019 21:32 UTC | TransMedics Group, Inc. TMDX · Entity 4261 | ConversionSeries F Convertible Preferred Stock · Derivative | 2,374,109 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001104659-19-027214 · a4.xml · derivative · entry 3 UNITED THERAPEUTICS Corp · CIK 0001082554 · 10% owner Lung Biotechnology PBC · CIK 0001774528 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · By Lung Biotechnology PBC Disclosed balance after: 0 Underlying: Common Stock · 678,317 shares Expires not disclosed Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F1 · derivative.exercise_price: The Preferred Stock reported herein is preferred stock of TransMedics, Inc. Immediately prior to the closing of the Issuer's initial public offering, pursuant to the Agreement and Plan of Merger and Reorganization, by and among the Issuer, TransMedics, Inc. and TMDX, Inc., dated as of April 15, 2019, such preferred stock of TransMedics, Inc. was converted into shares of common stock of the Issuer based on (i) the one-for-one ratio on which such shares of preferred stock of TransMedics Inc. were convertible into shares of common stock of TransMedics Inc. according to their terms and (ii) the 3.5-for-one ratio on which shares of common stock of TransMedics, Inc. were converted into shares of common stock of the Issuer. The preferred stock had no expiration date. F1 · kind: The Preferred Stock reported herein is preferred stock of TransMedics, Inc. Immediately prior to the closing of the Issuer's initial public offering, pursuant to the Agreement and Plan of Merger and Reorganization, by and among the Issuer, TransMedics, Inc. and TMDX, Inc., dated as of April 15, 2019, such preferred stock of TransMedics, Inc. was converted into shares of common stock of the Issuer based on (i) the one-for-one ratio on which such shares of preferred stock of TransMedics Inc. were convertible into shares of common stock of TransMedics Inc. according to their terms and (ii) the 3.5-for-one ratio on which shares of common stock of TransMedics, Inc. were converted into shares of common stock of the Issuer. The preferred stock had no expiration date. F1 · price: The Preferred Stock reported herein is preferred stock of TransMedics, Inc. Immediately prior to the closing of the Issuer's initial public offering, pursuant to the Agreement and Plan of Merger and Reorganization, by and among the Issuer, TransMedics, Inc. and TMDX, Inc., dated as of April 15, 2019, such preferred stock of TransMedics, Inc. was converted into shares of common stock of the Issuer based on (i) the one-for-one ratio on which such shares of preferred stock of TransMedics Inc. were convertible into shares of common stock of TransMedics Inc. according to their terms and (ii) the 3.5-for-one ratio on which shares of common stock of TransMedics, Inc. were converted into shares of common stock of the Issuer. The preferred stock had no expiration date. F1 · derivative.exercise_date: The Preferred Stock reported herein is preferred stock of TransMedics, Inc. Immediately prior to the closing of the Issuer's initial public offering, pursuant to the Agreement and Plan of Merger and Reorganization, by and among the Issuer, TransMedics, Inc. and TMDX, Inc., dated as of April 15, 2019, such preferred stock of TransMedics, Inc. was converted into shares of common stock of the Issuer based on (i) the one-for-one ratio on which such shares of preferred stock of TransMedics Inc. were convertible into shares of common stock of TransMedics Inc. according to their terms and (ii) the 3.5-for-one ratio on which shares of common stock of TransMedics, Inc. were converted into shares of common stock of the Issuer. The preferred stock had no expiration date. F1 · derivative.expiration_date: The Preferred Stock reported herein is preferred stock of TransMedics, Inc. Immediately prior to the closing of the Issuer's initial public offering, pursuant to the Agreement and Plan of Merger and Reorganization, by and among the Issuer, TransMedics, Inc. and TMDX, Inc., dated as of April 15, 2019, such preferred stock of TransMedics, Inc. was converted into shares of common stock of the Issuer based on (i) the one-for-one ratio on which such shares of preferred stock of TransMedics Inc. were convertible into shares of common stock of TransMedics Inc. according to their terms and (ii) the 3.5-for-one ratio on which shares of common stock of TransMedics, Inc. were converted into shares of common stock of the Issuer. The preferred stock had no expiration date. F2 · ownership.nature: The securities reported as being indirectly beneficially owned by United Therapeutics Corporation are directly beneficially owned by Lung Biotechnology PBC. Lung Biotechnology PBC is a wholly-owned subsidiary of United Therapeutics Corporation. Read SEC document |
| May 06, 2019 Filed May 6, 2019 21:32 UTC | TransMedics Group, Inc. TMDX · Entity 4261 | ConversionSeries E Convertible Preferred Stock · Derivative | 6,562,232 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001104659-19-027214 · a4.xml · derivative · entry 2 UNITED THERAPEUTICS Corp · CIK 0001082554 · 10% owner Lung Biotechnology PBC · CIK 0001774528 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · By Lung Biotechnology PBC Disclosed balance after: 0 Underlying: Common Stock · 1,874,923 shares Expires not disclosed Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F1 · derivative.exercise_price: The Preferred Stock reported herein is preferred stock of TransMedics, Inc. Immediately prior to the closing of the Issuer's initial public offering, pursuant to the Agreement and Plan of Merger and Reorganization, by and among the Issuer, TransMedics, Inc. and TMDX, Inc., dated as of April 15, 2019, such preferred stock of TransMedics, Inc. was converted into shares of common stock of the Issuer based on (i) the one-for-one ratio on which such shares of preferred stock of TransMedics Inc. were convertible into shares of common stock of TransMedics Inc. according to their terms and (ii) the 3.5-for-one ratio on which shares of common stock of TransMedics, Inc. were converted into shares of common stock of the Issuer. The preferred stock had no expiration date. F1 · kind: The Preferred Stock reported herein is preferred stock of TransMedics, Inc. Immediately prior to the closing of the Issuer's initial public offering, pursuant to the Agreement and Plan of Merger and Reorganization, by and among the Issuer, TransMedics, Inc. and TMDX, Inc., dated as of April 15, 2019, such preferred stock of TransMedics, Inc. was converted into shares of common stock of the Issuer based on (i) the one-for-one ratio on which such shares of preferred stock of TransMedics Inc. were convertible into shares of common stock of TransMedics Inc. according to their terms and (ii) the 3.5-for-one ratio on which shares of common stock of TransMedics, Inc. were converted into shares of common stock of the Issuer. The preferred stock had no expiration date. F1 · price: The Preferred Stock reported herein is preferred stock of TransMedics, Inc. Immediately prior to the closing of the Issuer's initial public offering, pursuant to the Agreement and Plan of Merger and Reorganization, by and among the Issuer, TransMedics, Inc. and TMDX, Inc., dated as of April 15, 2019, such preferred stock of TransMedics, Inc. was converted into shares of common stock of the Issuer based on (i) the one-for-one ratio on which such shares of preferred stock of TransMedics Inc. were convertible into shares of common stock of TransMedics Inc. according to their terms and (ii) the 3.5-for-one ratio on which shares of common stock of TransMedics, Inc. were converted into shares of common stock of the Issuer. The preferred stock had no expiration date. F1 · derivative.exercise_date: The Preferred Stock reported herein is preferred stock of TransMedics, Inc. Immediately prior to the closing of the Issuer's initial public offering, pursuant to the Agreement and Plan of Merger and Reorganization, by and among the Issuer, TransMedics, Inc. and TMDX, Inc., dated as of April 15, 2019, such preferred stock of TransMedics, Inc. was converted into shares of common stock of the Issuer based on (i) the one-for-one ratio on which such shares of preferred stock of TransMedics Inc. were convertible into shares of common stock of TransMedics Inc. according to their terms and (ii) the 3.5-for-one ratio on which shares of common stock of TransMedics, Inc. were converted into shares of common stock of the Issuer. The preferred stock had no expiration date. F1 · derivative.expiration_date: The Preferred Stock reported herein is preferred stock of TransMedics, Inc. Immediately prior to the closing of the Issuer's initial public offering, pursuant to the Agreement and Plan of Merger and Reorganization, by and among the Issuer, TransMedics, Inc. and TMDX, Inc., dated as of April 15, 2019, such preferred stock of TransMedics, Inc. was converted into shares of common stock of the Issuer based on (i) the one-for-one ratio on which such shares of preferred stock of TransMedics Inc. were convertible into shares of common stock of TransMedics Inc. according to their terms and (ii) the 3.5-for-one ratio on which shares of common stock of TransMedics, Inc. were converted into shares of common stock of the Issuer. The preferred stock had no expiration date. F2 · ownership.nature: The securities reported as being indirectly beneficially owned by United Therapeutics Corporation are directly beneficially owned by Lung Biotechnology PBC. Lung Biotechnology PBC is a wholly-owned subsidiary of United Therapeutics Corporation. Read SEC document |
| May 06, 2019 Filed May 6, 2019 21:32 UTC | TransMedics Group, Inc. TMDX · Entity 4261 | ConversionCommon Stock | 2,553,240 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001104659-19-027214 · a4.xml · nonDerivative · entry 1 UNITED THERAPEUTICS Corp · CIK 0001082554 · 10% owner Lung Biotechnology PBC · CIK 0001774528 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · By Lung Biotechnology PBC Disclosed balance after: 2,553,240 Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F1 · kind: The Preferred Stock reported herein is preferred stock of TransMedics, Inc. Immediately prior to the closing of the Issuer's initial public offering, pursuant to the Agreement and Plan of Merger and Reorganization, by and among the Issuer, TransMedics, Inc. and TMDX, Inc., dated as of April 15, 2019, such preferred stock of TransMedics, Inc. was converted into shares of common stock of the Issuer based on (i) the one-for-one ratio on which such shares of preferred stock of TransMedics Inc. were convertible into shares of common stock of TransMedics Inc. according to their terms and (ii) the 3.5-for-one ratio on which shares of common stock of TransMedics, Inc. were converted into shares of common stock of the Issuer. The preferred stock had no expiration date. F1 · price: The Preferred Stock reported herein is preferred stock of TransMedics, Inc. Immediately prior to the closing of the Issuer's initial public offering, pursuant to the Agreement and Plan of Merger and Reorganization, by and among the Issuer, TransMedics, Inc. and TMDX, Inc., dated as of April 15, 2019, such preferred stock of TransMedics, Inc. was converted into shares of common stock of the Issuer based on (i) the one-for-one ratio on which such shares of preferred stock of TransMedics Inc. were convertible into shares of common stock of TransMedics Inc. according to their terms and (ii) the 3.5-for-one ratio on which shares of common stock of TransMedics, Inc. were converted into shares of common stock of the Issuer. The preferred stock had no expiration date. F2 · ownership.nature: The securities reported as being indirectly beneficially owned by United Therapeutics Corporation are directly beneficially owned by Lung Biotechnology PBC. Lung Biotechnology PBC is a wholly-owned subsidiary of United Therapeutics Corporation. Read SEC document |
Value uses the disclosed total when available, otherwise shares × reported transaction price. It is not an estimate of exercise cash cost or investment performance.