Amendment to Tender Offer Statement Form SC TO I/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO/A

(Amendment No. 1)

Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

PMV PHARMACEUTICALS, INC.

(Name of Subject Company (Issuer) and Filing Person (Offeror))

Options to Purchase Common Stock, $0.00001 par value

(Title of Class of Securities)

69353Y103

(CUSIP Number of Class of Securities' Underlying Common Stock)

David H. Mack, Ph.D.

President and Chief Executive Officer

PMV Pharmaceuticals, Inc.

1 Research Way

Princeton, New Jersey 08540

Telephone: (609) 642-6670

(Name, address and telephone numbers of person authorized to receive notices and communications on behalf of filing persons)

Copies to:

Kenneth A. Clark Tony Jeffries Megan J. Baier Amanda N. Urquiza Wilson Sonsini Goodrich & Rosati, P.C. 650 Page Mill Road Palo Alto, CA 94304 (650) 493-9300		Michael Carulli, Chief Financial Officer Robert Ticktin, General Counsel PMV Pharmaceuticals, Inc. 1 Research Way Princeton, New Jersey 08540 Telephone: (609) 642-6670

☐	Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

☐

third-party tender offer subject to Rule 14d-1.

☒

issuer tender offer subject to Rule 13e-4.

☐

going-private transaction subject to Rule 13e-3.

☐

amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: ☒

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

☐

Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

☐

Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

This Amendment No. 1 (this "Amendment") amends and supplements the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on July 16, 2024 (the "Schedule TO"), by PMV Pharmaceuticals, Inc., a Delaware corporation, in connection with its offer to exchange certain stock options for new stock options with modified terms pursuant to the Offer to Exchange Certain Outstanding Stock Options for New Stock Options, dated July 16, 2024.

This Amendment amends and restates only the items and exhibits to the Schedule TO that are being amended and restated, and unaffected items and exhibits are not included herein. Except as specifically provided in this Amendment, the information contained in the Schedule TO and exhibits filed therewith remains unchanged. This Amendment should be read in conjunction with the Schedule TO and the exhibits filed therewith. All terms used herein have the same meaning as in the Schedule TO.

Item 4. Terms of the Transaction.

(a) Material Terms.

Item 4 of the Schedule TO is hereby amended and supplemented to add the following information:

"The Exchange Offer expired at 11:59 p.m., Eastern Time, on August 13, 2024. Pursuant to the Exchange Offer, as of the expiration of the Exchange Offer, 43 Eligible Employees tendered, and the Company accepted for cancellation, Eligible Options to purchase an aggregate of 2,786,691 shares of the Company's common stock, representing approximately 99% of the total shares of the Company's common stock underlying the Eligible Options held by Eligible Employees. On August 13, 2024, following the expiration of the Exchange Offer, the Company granted New Options to purchase 2,786,691 shares of the Company's common stock in exchange for the cancellation of the Eligible Options tendered by Eligible Employees. The vesting terms of the New Options are described in detail in the Offer to Exchange."

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: August 14, 2024