4//SEC Filing
Gray David L. F. 4
Accession 0000950170-25-102484
CIK 0001827087other
Filed
Aug 4, 8:00 PM ET
Accepted
Aug 5, 9:39 AM ET
Size
11.1 KB
Accession
0000950170-25-102484
Insider Transaction Report
Form 4
Gray David L. F.
Chief Science Officer
Transactions
- Disposition to Issuer
Stock Option Award (Right to Buy)
2025-08-05−267,000→ 0 totalExercise: $3.03→ Common Stock (267,000 underlying) - Disposition to Issuer
Stock Option Award (Right to Buy)
2025-08-05−125,000→ 0 totalExercise: $2.19→ Common Stock (125,000 underlying) - Disposition to Issuer
Stock Option Award (Right to Buy)
2025-08-05−125,000→ 0 totalExercise: $3.39→ Common Stock (125,000 underlying)
Footnotes (2)
- [F1]This Form 4 reports securities disposed pursuant to the Agreement and Plan of Merger (the "Merger Agreement") by and among the Issuer, Sanofi ("Parent"), and Vesper Acquisition Sub Inc., a wholly owned subsidiary of Parent ("Merger Sub"). Pursuant to the terms of the Merger Agreement, on August 5, 2025 (the "Effective Time"), Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer continuing as the surviving corporation in the Merger and as a wholly owned subsidiary of Parent. At the Effective Time, each share of Issuer Common Stock issued and outstanding immediately prior to the Effective Time was converted into the right to receive (i) $8.00 per share of Common Stock in cash, without interest (the "Closing Amount") plus (ii) one contingent value right ("CVR"), representing the right to receive $2.00 payable in cash, conditioned upon satisfaction of a certain clinical milestone (together with the Closing Amount, the "Merger Consideration").
- [F2]Pursuant to the terms of the Merger Agreement, at the Effective Time, each stock option that was outstanding as of immediately prior to the Effective Time, to the extent unvested, was accelerated and became fully vested. Each stock option having an exercise price per share that was less than the Closing Amount was cancelled and converted into the right to receive (i) an amount, without interest, equal to the product of (a) the total number of shares subject to such option immediately prior to the Effective Time, multiplied by (b) the excess of (1) the Closing Amount over (2) the exercise price per share under such option and (ii) one CVR for each share subject to such option.
Documents
Issuer
Vigil Neuroscience, Inc.
CIK 0001827087
Entity typeother
Related Parties
1- filerCIK 0001966743
Filing Metadata
- Form type
- 4
- Filed
- Aug 4, 8:00 PM ET
- Accepted
- Aug 5, 9:39 AM ET
- Size
- 11.1 KB