4//SEC Filing
Kalb Michael Wayne 4
Accession 0001209191-23-012895
CIK 0001868734other
Filed
Feb 23, 7:00 PM ET
Accepted
Feb 24, 6:38 PM ET
Size
9.1 KB
Accession
0001209191-23-012895
Insider Transaction Report
Form 4
Kalb Michael Wayne
EVP & Chief Financial Officer
Transactions
- Disposition to Issuer
Common Stock
2023-02-24−202,437→ 0 total - Disposition to Issuer
Stock Option (Right to Buy)
2023-02-24−77,615→ 0 totalExercise: $30.07Exp: 2032-11-03→ Common Stock (77,615 underlying)
Footnotes (3)
- [F1]Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of January 8, 2023, by and among CinCor Pharma, Inc. (the "Issuer"), AstraZeneca Finance and Holdings Inc. ("Parent") and Cinnamon Acquisition, Inc., a wholly owned subsidiary of Parent ("Purchaser"), on February 24, 2023, Purchaser completed a tender offer for shares of common stock of the Issuer (each, a "Share") and thereafter merged with and into the Issuer, with the Issuer continuing as the surviving corporation and a wholly owned subsidiary of Parent (the "Merger").
- [F2]This line item represents restricted stock units ("RSUs") held by the Reporting Person at the effective time of the Merger, pursuant to the Merger Agreement, except as otherwise set forth in the Merger Agreement, each outstanding RSU was accelerated and became fully vested and was cancelled and automatically converted into the right to receive, without interest, (i) cash in an amount equal to (a) the total number of Shares issuable in settlement of such RSU immediately prior to the effective time of the Merger multiplied by (b) $26.00 per share (the "Cash Amount"), and (ii) one contingent value right ("CVR") per Share issuable in settlement of such RSU, representing the right to receive a contingent payment of $10.00 per share (the "Milestone Payment"), in cash, upon the achievement of a specified milestone by December 31, 2033.
- [F3]At the effective time of the Merger, pursuant to the Merger Agreement, each outstanding option with an exercise price equal to or greater than the Cash Amount was accelerated and became fully vested and exercisable and automatically converted into the right to receive, upon the occurrence of the Milestone Payment Date (as defined in the CVR Agreement), an amount in cash equal to the product of (a) the total number of Shares subject to such option immediately prior to the effective time of the merger multiplied by (b) the amount, if any, by which (1) the Cash Amount plus the Milestone Payment exceeds (2) the exercise price payable per Share under such option.
Documents
Issuer
CinCor Pharma, Inc.
CIK 0001868734
Entity typeother
Related Parties
1- filerCIK 0001678248
Filing Metadata
- Form type
- 4
- Filed
- Feb 23, 7:00 PM ET
- Accepted
- Feb 24, 6:38 PM ET
- Size
- 9.1 KB