4//SEC Filing
Loesberg Janet 4
Accession 0000950170-24-028242
CIK 0001990550other
Filed
Mar 6, 7:00 PM ET
Accepted
Mar 7, 7:19 PM ET
Size
11.9 KB
Accession
0000950170-24-028242
Insider Transaction Report
Form 4
Loesberg Janet
Director
Transactions
- Disposition to Issuer
Restricted Stock Units
2024-03-07−12,142→ 0 total→ Common Stock (12,142 underlying) - Disposition to Issuer
Option to Purchase Common Stock
2024-03-07−30,000→ 0 totalExercise: $1.96Exp: 2032-05-31→ Common Stock (30,000 underlying) - Disposition to Issuer
Option to Purchase Common Stock
2024-03-07−15,000→ 0 totalExercise: $1.96Exp: 2032-07-07→ Common Stock (15,000 underlying)
Footnotes (7)
- [F1]This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of January 5, 2024, among the Issuer, Johnson & Johnson ("J&J"), and Charm Merger Sub, Inc., a wholly owned subsidiary of J&J ("Merger Sub"), pursuant to which Merger Sub merged with and into the Issuer (the "Merger"), effective as of March 7, 2024 (such date and time of such Merger, the "Effective Time"), with the Issuer surviving the Merger as a wholly owned subsidiary of J&J.
- [F2]Each of these restricted stock units ("RSUs") represents a contingent right to receive one share of common stock of the Issuer ("Company Common Stock").
- [F3]These RSUs vest as follows: on the earlier of (i) the one year anniversary of the grant date of June 7, 2023, and (ii) the day before the next annual general meeting.
- [F4]Pursuant to the Merger Agreement, at the Effective Time, each of these RSUs that was outstanding as of immediately prior to the Effective Time was cancelled and the Reporting Person was entitled to receive the Merger Consideration, without interest and less any applicable withholding taxes, in respect of each such RSU.
- [F5]The Company Common Stock subject to the options to purchase shares of Company Common Stock (each, a "Company Option") vest in thirty-six (36) equal monthly installments following June 1, 2022.
- [F6]Pursuant to the Merger Agreement, at the Effective Time, each Company Option that was outstanding and unexercised as of immediately prior to the Effective Time, whether vested or unvested, with a per share exercise price ("Per Share Exercise Price") that was less than the Merger Consideration, was cancelled and converted into the right to receive an amount in cash (without interest and less any applicable withholding taxes) equal to the product of (i) the aggregate number of shares of Company Common Stock 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. Each Company Option that had a Per Share Exercise Price that was equal to or exceeded the amount of the Merger Consideration at the Effective Time was cancelled for no consideration.
- [F7]These Company Options are fully vested and exercisable.
Documents
Issuer
Ambrx Biopharma, Inc.
CIK 0001990550
Entity typeother
Related Parties
1- filerCIK 0001956550
Filing Metadata
- Form type
- 4
- Filed
- Mar 6, 7:00 PM ET
- Accepted
- Mar 7, 7:19 PM ET
- Size
- 11.9 KB