4//SEC Filing
Freeman Mason 4
Accession 0001209191-23-013268
CIK 0001868734other
Filed
Feb 26, 7:00 PM ET
Accepted
Feb 27, 5:10 PM ET
Size
18.9 KB
Accession
0001209191-23-013268
Insider Transaction Report
Form 4
Freeman Mason
EVP Clinical Development
Transactions
- Sale
Common Stock
2022-06-10$15.21/sh−6$91→ 2,494 total - Disposition from Tender
Common Stock
2023-02-24−2,494→ 40,000 total - Disposition to Issuer
Common Stock
2023-02-24−40,000→ 0 total - Disposition from Tender
Common Stock
2023-02-24−100→ 0 total(indirect: By Spouse) - Disposition to Issuer
Stock Option (Right to Buy)
2023-02-24−30,178→ 0 totalExercise: $0.92Exp: 2029-09-24→ Common Stock (30,178 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2023-02-24−145,296→ 0 totalExercise: $5.82Exp: 2031-08-12→ Common Stock (145,296 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2023-02-24−120,380→ 0 totalExercise: $7.62Exp: 2031-11-03→ Common Stock (120,380 underlying)
Footnotes (4)
- [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"). At the effective time of the Merger, each issued and outstanding Share was cancelled in exchange for (i) $26.00 per Share in cash (the "Cash Amount"), plus (ii) one contingent value right (each, a "CVR") per Share representing the right to receive a contingent payment of $10.00 per share, [continues to footnote (2)]
- [F2][continues from footnote (1)] in cash, upon the achievement of a specified milestone by December 31, 2033 (the Cash Amount plus one CVR, collectively, the "Offer Price"), in each case, without interest, subject to any applicable withholding taxes. Pursuant to the terms of the Merger Agreement, the Shares were tendered and disposed of at the Offer Acceptance Time (as defined in the Merger Agreement) in exchange for the right to receive the Offer Price.
- [F3]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) the Cash Amount, and (ii) one CVR for each Share issuable in settlement of such RSU.
- [F4]At the effective time of the Merger, pursuant to the Merger Agreement, each outstanding option with an exercise price less than the Cash Amount was accelerated and became fully vested and exercisable and was cancelled and automatically converted into the right to receive, without interest, (i) cash in an amount equal to the product of (1) the total number of Shares subject to such option as of immediately prior to the effective time of the merger multiplied by (2) the excess of the Cash Amount over the exercise price payable per Share under such option, and (ii) one CVR for each Share subject to such option.
Documents
Issuer
CinCor Pharma, Inc.
CIK 0001868734
Entity typeother
Related Parties
1- filerCIK 0001745948
Filing Metadata
- Form type
- 4
- Filed
- Feb 26, 7:00 PM ET
- Accepted
- Feb 27, 5:10 PM ET
- Size
- 18.9 KB