4//SEC Filing
Hendrix Martin 4
Accession 0000899243-23-015762
CIK 0001718852other
Filed
Jun 15, 8:00 PM ET
Accepted
Jun 16, 4:00 PM ET
Size
10.8 KB
Accession
0000899243-23-015762
Insider Transaction Report
Form 4
Hendrix Martin
Director
Transactions
- Disposition to Issuer
Common Stock
2023-06-16−2,071→ 0 total - Disposition to Issuer
Stock Option (right to buy)
2023-06-16−40,000→ 0 totalExercise: $22.48Exp: 2031-04-13→ Common Stock (40,000 underlying) - Disposition to Issuer
Stock Option (right to buy)
2023-06-16−20,500→ 0 totalExercise: $29.02Exp: 2032-05-18→ Common Stock (20,500 underlying)
Footnotes (3)
- [F1]Reflects restricted stock units.
- [F2]Pursuant to the Agreement and Plan of Merger, dated April 15, 2023, by and among the Issuer, Merck & Co., Inc. ("Merck") and Splash Merger Sub, Inc., the Issuer became a wholly owned subsidiary of Merck upon consummation of the merger (the "Effective Time"). At the Effective Time, (a) each of the Issuer's outstanding shares of common stock was cancelled and automatically converted into the right to receive $200 in cash (the "Merger Consideration"), without interest,... (Continued in Footnote 3)
- [F3](Continued from Footnote 2) ...(b) each of the Issuer's outstanding restricted stock units ("RSUs") was automatically cancelled and converted into the right to receive an amount in cash equal to the product of (i) the number of shares of the Issuer's common stock underlying such RSU immediately prior to the Effective Time multiplied by (ii) the Merger Consideration, without interest and (c) each of the Issuer's outstanding unexercised stock options, whether vested or unvested, was automatically cancelled and converted into the right to receive an amount in cash, without interest, equal to the product of (i) the number of shares of the Issuer's common stock underlying such option immediately prior to the Effective Time multiplied by (ii) the amount, if any, by which the Merger Consideration exceeded the exercise price per share of such option.
Documents
Issuer
Prometheus Biosciences, Inc.
CIK 0001718852
Entity typeother
Related Parties
1- filerCIK 0001850353
Filing Metadata
- Form type
- 4
- Filed
- Jun 15, 8:00 PM ET
- Accepted
- Jun 16, 4:00 PM ET
- Size
- 10.8 KB