Sec Form 4 Filing - HEALY JAMES @ Karuna Therapeutics, Inc. - 2024-03-18

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person HEALY JAMES 2. Issuer Name and Ticker or Trading Symbol Karuna Therapeutics, Inc. [ KRTX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 117 DORADO BEACH EAST 3. Date of Earliest Transaction (MM/DD/YY) 03/18/2024 (Street) DORADO, PR00646 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 03/18/2024 D( 1 )( 2 ) 32,500 D $ 330 ( 1 ) ( 2 ) 990 D Common Stock 03/18/2024 D( 1 )( 3 ) 990 ( 3 ) D $ 330 ( 1 ) ( 3 ) 0 D Common Stock 03/18/2024 D( 1 )( 2 ) 683 D $ 330 ( 1 ) ( 2 ) 0 I By Sofinnova Synergy Master Fund, LP ( 4 ) Common Stock 03/18/2024 D( 1 )( 2 ) 1,372,441 D $ 330 ( 1 ) ( 2 ) 0 I By Sofinnova Venture Partners X, LP ( 5 ) Common Stock 03/18/2024 D( 1 )( 2 ) 8,025 D $ 330 ( 1 ) ( 2 ) 0 I By Sofinnova Management X, L.P. ( 6 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, opt ions, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Option (right to buy) $ 97.59 03/18/2024 D( 1 )( 7 ) 12,500 ( 8 ) 06/04/2030 Common Stock 12,500 $ 232.41 ( 7 ) 0 D Option (right to buy) $ 128.01 03/18/2024 D( 1 )( 7 ) 8,500 ( 8 ) 06/15/2031 Common Stock 8,500 $ 201.99 ( 7 ) 0 D Option (right to buy) $ 102.96 03/18/2024 D( 1 )( 7 ) 5,000 ( 8 ) 06/14/2032 Common Stock 5,000 $ 227.04 ( 7 ) 0 D Option (right to buy) $ 237.7 03/18/2024 D( 1 )( 7 ) 1,904 ( 9 ) 06/19/2033 Common Stock 1,904 $ 92.3 ( 7 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other HEALY JAMES 117 DORADO BEACH EAST DORADO, PR00646 X Signatures /s/ Jason Brown, Attorney-in-Fact 03/18/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On March 18, 2024, Bristol-Myers Squibb Company ("Bristol-Myers") acquired Karuna Therapeutics, Inc. (the "Issuer") pursuant to a certain Agreement and Plan of Merger, dated as of December 22, 2023 (the "Merger Agreement"), by and among the Issuer, Bristol-Myers and Miramar Merger Sub Inc., a wholly owned subsidiary of Bristol-Myers ("Merger Sub"). In accordance with the Merger Agreement, Merger Sub merged with and into the Issuer (the "Merger") with the Issuer surviving the Merger as a wholly owned subsidiary of Bristol-Myers. ( 2 )At the effective time of the Merger, each issued and outstanding share of the Issuer's common stock, $0.0001 par value per share (the "Common Stock") (other than certain excluded shares of Common Stock) automatically converted into the right to receive $330.00 per share in cash (the "Merger Consideration"), without interest and subject to applicable withholding tax. ( 3 )Represents restricted stock units ("RSUs"), each representing a contingent right to receive one share of Common Stock. Pursuant to the Merger Agreement, each outstanding RSU, whether granted under an Issuer stock plan or otherwise, automatically vested (to the extent not previously vested), was cancelled and entitled the holder to receive a one-time lump sum payment in an amount in cash, without interest and subject to deduction for any required tax withholding, equal to (i) the total number of shares of Common Stock subject to such RSU immediately prior to the effective time of the Merger, multiplied by (ii) the Merger Consideration. ( 4 )All shares held by Sofinnova Synergy Master Fund, LP (the "Fund"). Sofinnova Synergy Fund GP, LLC (the "GP"), the general partner of the Fund, may be deemed to have sole voting and dispositive power over these shares, and Dr. James I. Healy and Dr. Eric Delbridge, the managing members of the GP, may be deemed to have shared power to vote and dispose of these shares. Such entities and individuals disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein. ( 5 )All shares held by Sofinnova Venture Partners X, LP ("SVP X"). Sofinnova Management X, L.P. ("SM X LP"), the general partner of SVP X, may be deemed to have sole voting and dispositive power over these shares, and Sofinnova Management X-A, L.L.C. ("SM X LLC"), the general partner of SM X LP, may be deemed to have sole voting and dispositive power over these shares. Dr. James I. Healy and Dr. Maha Katabi, the managing members of SM X LLC, may be deemed to have shared power to vote and dispose of these shares. Such entities and individuals disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein. ( 6 )All shares held by SM X LP. SM X LLC, the general partner of SM X LP, may be deemed to have sole voting and dispositive power over these shares. Dr. James I. Healy and Dr. Maha Katabi, the managing members of SM X LLC, may be deemed to have shared power to vote and dispose of these shares. Such entities and individuals disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein. ( 7 )Pursuant to the Merger Agreement, outstanding and unexercised options to purchase shares of Common Stock (the "Options"), whether granted under an Issuer stock plan or otherwise, automatically vested (to the extent not prev iously vested), were cancelled and entitled the holder to receive a one-time lump sum payment in an amount in cash, without interest and subject to deduction for any required tax withholding, equal to (i) the total number of shares of Common Stock subject to such Option multiplied by (ii) the excess, if any, of the Merger Consideration over the exercise price per share of Common Stock under such Option. ( 8 )These Options are fully vested. ( 9 )These Options originally provided for vesting upon the earlier of (i) June 20, 2024, and (ii) the 2024 annual meeting of the Issuer's stockholders, subject to continued service through such date.

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