4//SEC Filing
Lee David K 4
Accession 0000950170-25-112239
CIK 0001808865other
Filed
Aug 28, 8:00 PM ET
Accepted
Aug 29, 4:30 PM ET
Size
10.2 KB
Accession
0000950170-25-112239
Insider Transaction Report
Form 4
Lee David K
Director
Transactions
- Disposition to Issuer
Stock Option (Right to Buy)
2025-08-29−21,141→ 0 totalExercise: $9.84→ Common Stock (21,141 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2025-08-29−23,625→ 0 totalExercise: $9.84→ Common Stock (23,625 underlying)
Footnotes (3)
- [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 July 18, 2025, by and among iTeos Therapeutics, Inc. (the "Company"), Concentra Biosciences LLC ("Parent"), and Concentra Merger Sub VIII, Inc., a wholly-owned subsidiary of Parent ("Merger Sub"), pursuant to which Parent completed a tender offer for shares of common stock of the Company ("Shares") and thereafter, the Merger Sub merged with and into the Company (the "Merger"). Pursuant to the actions of the of the Compensation and Leadership Development Committee of the Board of Directors of the Company and in accordance with the terms of the Merger Agreement, at the effective time of the Merger, by virtue of the Merger and without any action on the part of the holders, each option to purchase Shares from the Company ("Company Stock Options," and each such option, a "Company Stock Option")
- [F2](Continued from footnote 1) that was then outstanding but not then vested or exercisable and that was held by a Company service provider who was subject to an individual employment or other agreement and/or a Company severance and change in control plan or agreement that provides for accelerated vesting of time-based equity awards upon the occurrence of a sale of the Company or a qualifying termination of employment or service in connection with, or within a specified time following, a sale of the Company became immediately vested and exercisable in full.
- [F3]In accordance with the terms of the Merger Agreement, at the effective time of the Merger, by virtue of the Merger and without any action on the part of the holders, each Company Stock Option that had an exercise price per share that is less than the $10.047 in cash per share ("Cash Amount") (each, an "In-the-Money Option") that was then outstanding was canceled and, in exchange therefor, the holder of such canceled In-the-Money Option became entitled to receive in consideration of the cancellation of such In-the-Money Option (x) an amount in cash without interest, subject to any applicable tax withholding, equal to the product obtained by multiplying (1) the excess of the Cash Amount over the exercise price per Share underlying such In-the-Money Option by (2) the number of Shares underlying such In-the-Money Option as of immediately prior to the Effective Time and (y) one non-transferable contractual contingent value right for each Share underlying such In-the-Money Option.
Documents
Issuer
iTeos Therapeutics, Inc.
CIK 0001808865
Entity typeother
Related Parties
1- filerCIK 0002002238
Filing Metadata
- Form type
- 4
- Filed
- Aug 28, 8:00 PM ET
- Accepted
- Aug 29, 4:30 PM ET
- Size
- 10.2 KB