4//SEC Filing
Cataldi Fabio 4
Accession 0001415889-24-014335
CIK 0001785345other
Filed
May 22, 8:00 PM ET
Accepted
May 23, 5:45 PM ET
Size
11.5 KB
Accession
0001415889-24-014335
Insider Transaction Report
Form 4
Cataldi Fabio
Chief Medical Officer
Transactions
- Disposition to Issuer
Restricted Stock Unit
2024-05-23−48,813→ 0 total→ Common Stock (48,813 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
2024-05-23−18,449→ 0 totalExercise: $3.70→ Common Stock (18,449 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
2024-05-23−39,999→ 0 totalExercise: $8.90→ Common Stock (39,999 underlying)
Footnotes (3)
- [F1]Each restricted stock unit ("RSU") represents the right to receive one share of Landos Biopharma, Inc., common stock.
- [F2]Pursuant to the terms of the Agreement and Plan of Merger, dated 3/24/2024 ("Merger Agmt"), by and among the Issuer, AbbVie Inc. ("Guarantor"), Bespin Subsidiary, LLC, a wholly owned subsidiary of Guarantor ("Parent") and Bespin Merger Sub, Inc. a wholly owned subsidiary of Parent, immediately prior to the effective time of the merger("Effective Time"), each RSU held by the Reporting Person was canceled and converted into the right to receive (a) acash amount equal to $20.42 multiplied by the aggregate number of unvested and outstanding RSUs as of immediately prior to the Effective Time, plus (b) one contractual contingent value right ("CVR") representing the right to receive a contingent payment of $11.14 in cash upon the achievement of a specified milestone as set forth in the Contingent Value Rights Agreement (as defined in the Merger Agmt), for each unvested and outstanding RSU, without interest and subject to any applicable withholding taxes.
- [F3]Pursuant to the terms of the Merger Agmt, by and among the Issuer, Guarantor, Parent and Bespin Merger Sub, Inc. a wholly owned subsidiary of Parent, at the Effective Time, this option was canceled and converted into the right to receive (a) a cash amount equal to (1) the number of shares underlying this option at the Effective Time multiplied by (2) an amount equal to (A) $20.42 less (B) the exercise price of this option, plus (b) one CVR representing the right to receive a contingent payment of $11.14 in cash upon the achievement of a specified milestone as set forth in the Contingent Value Rights Agreement (as defined in the Merger Agmt), for each share underlying this option at the Effective Time, without interest and subject to any applicable withholding taxes.
Documents
Issuer
Landos Biopharma, Inc.
CIK 0001785345
Entity typeother
Related Parties
1- filerCIK 0001944447
Filing Metadata
- Form type
- 4
- Filed
- May 22, 8:00 PM ET
- Accepted
- May 23, 5:45 PM ET
- Size
- 11.5 KB