4//SEC Filing
Detheux Michel 4
Accession 0000950170-25-112240
CIK 0001808865other
Filed
Aug 28, 8:00 PM ET
Accepted
Aug 29, 4:30 PM ET
Size
25.9 KB
Accession
0000950170-25-112240
Insider Transaction Report
Form 4
Detheux Michel
Chief Executive Officer
Transactions
- Disposition from Tender
Common Stock
2025-08-29−153,903→ 0 total - Disposition from Tender
Common Stock
2025-08-29−94,027→ 0 total(indirect: By MG3A) - Disposition to Issuer
Stock Option (Right to Buy)
2025-08-29−50,128→ 0 totalExercise: $4.24→ Common Stock (50,128 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2025-08-29−185,000→ 0 total(indirect: By MG3A)Exercise: $4.24→ Common Stock (185,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2025-08-29−17,544→ 0 totalExercise: $6.16→ Common Stock (17,544 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2025-08-29−94,336→ 0 totalExercise: $4.24→ Common Stock (94,336 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2025-08-29−14,185→ 0 totalExercise: $7.05→ Common Stock (14,185 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2025-08-29−52,700→ 0 total(indirect: By MG3A)Exercise: $6.16→ Common Stock (52,700 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2025-08-29−444,815→ 0 totalExercise: $7.05→ Common Stock (444,815 underlying)
Footnotes (6)
- [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"). At the effective time of the Merger (the "Effective Time"), each issued and outstanding Share was canceled and converted into the right to receive (i) $10.047 in cash per share (the "Cash Amount"); plus (ii) one non-transferable contractual contingent value right per share (each, a "CVR"), without interest and subject to applicable withholding of taxes.
- [F2]The amount reported in Column 4 includes 108,875 restricted stock units of the Company ("Company Restricted Stock Units," and each such restricted stock unit, a "Company Restricted Stock Unit"). Pursuant to the actions of the of the Compensation and Leadership Development Committee of the Board of Directors of the Company (the "Committee") and in accordance with the terms of the Merger Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of the holders, (A) each Company Restricted Stock Unit 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
- [F3](Continued from footnote 2) within a specified time following, a sale of the Company (each such Company Restricted Stock Unit, an "Accelerated Vesting Restricted Stock Unit") that was then outstanding but not then vested became immediately vested in full and (B) each Accelerated Vesting Restricted Stock Unit that was then outstanding was canceled and, in exchange therefor, the holder of such canceled Company Restricted Stock Unit became entitled to receive in consideration of the cancellation of such Company Restricted Stock Unit (x) an amount in cash without interest, subject to any applicable tax withholding, equal to the Cash Amount and (y) one CVR.
- [F4]MG3A is a Belgian partnership of which the reporting person is the manager and the reporting person's spouse is the successor manager.
- [F5]Pursuant to the actions of the of the Committee and in accordance with the terms of the Merger Agreement, at the Effective Time, 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") 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.
- [F6]In accordance with the terms of the Merger Agreement, at the Effective Time, 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 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 CVR for each Share underlying such In-the-Money Option.
Documents
Issuer
iTeos Therapeutics, Inc.
CIK 0001808865
Entity typeother
Related Parties
1- filerCIK 0001816196
Filing Metadata
- Form type
- 4
- Filed
- Aug 28, 8:00 PM ET
- Accepted
- Aug 29, 4:30 PM ET
- Size
- 25.9 KB