4//SEC Filing
Kush Arvind 4
Accession 0001415889-24-005502
CIK 0001825367other
Filed
Feb 26, 7:00 PM ET
Accepted
Feb 27, 4:42 PM ET
Size
12.9 KB
Accession
0001415889-24-005502
Insider Transaction Report
Form 4
RayzeBio, Inc.RYZB
Kush Arvind
Chief Financial Officer
Transactions
- Disposition to Issuer
Common Stock
2024-02-26$62.50/sh−78,433$4,902,063→ 0 total - Disposition to Issuer
Employee Stock Option (Right to Buy)
2024-02-26−301,745→ 0 totalExercise: $3.24Exp: 2031-12-14→ Common Stock (301,745 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
2024-02-26−149,777→ 0 totalExercise: $3.24Exp: 2032-11-30→ Common Stock (149,777 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
2024-02-26−164,000→ 0 totalExercise: $22.72Exp: 2033-11-16→ Common Stock (164,000 underlying)
Footnotes (3)
- [F1]Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated December 25, 2023, by and among RayzeBio, Inc. (the "Issuer"), Bristol-Myers Squibb Company ("BMS") and, by way of a joinder dated December 26, 2023, Rudolph Merger Sub Inc., a wholly owned subsidiary of BMS ("Purchaser"), on February 22, 2024, 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 BMS (the "Merger"). 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 $62.50 per Share in cash, without interest, subject to any applicable withholding of taxes (the "Cash Amount"). At the effective time of the Merger, each issued and outstanding Share was cancelled in exchange for the Cash Amount.
- [F2]Includes 876 shares acquired pursuant to the Issuer's Employee Stock Purchase Plan on February 22, 2024.
- [F3]At the effective time of the Merger, pursuant to the Merger Agreement, each outstanding option was accelerated and became fully vested and exercisable and was cancelled and automatically converted into the right to receive cash, without interest, in an amount equal to the product of (i) the total number of Shares subject to such option multiplied by (ii) the excess of (x) $62.50 per Share over (y) the exercise price payable per Share under such option, which amount will be subject to any withholding taxes.
Documents
Issuer
RayzeBio, Inc.
CIK 0001825367
Entity typeother
Related Parties
1- filerCIK 0001986806
Filing Metadata
- Form type
- 4
- Filed
- Feb 26, 7:00 PM ET
- Accepted
- Feb 27, 4:42 PM ET
- Size
- 12.9 KB