Marshall Keith W 4

Accession 0000899243-23-015754

CIK 0001718852other

Filed

Jun 15, 8:00 PM ET

Accepted

Jun 16, 4:00 PM ET

Size

22.1 KB

Accession

0000899243-23-015754

Form 4

Period: 2023-06-16

Chief Financial Officer

Transactions

Disposition to Issuer
Stock Option (right to buy)
2023-06-16−102,155→ 0 total
Exercise: $36.32Exp: 2031-11-13→ Common Stock (102,155 underlying)
Disposition to Issuer
Stock Option (right to buy)
2023-06-16−52,838→ 0 total
Exercise: $3.10Exp: 2030-08-11→ Common Stock (52,838 underlying)
Disposition to Issuer
Stock Option (right to buy)
2023-06-16−93,040→ 0 total
Exercise: $3.70Exp: 2030-12-17→ Common Stock (93,040 underlying)
Disposition to Issuer
Stock Option (right to buy)
2023-06-16−12,920→ 0 total
Exercise: $108.76Exp: 2032-12-15→ Common Stock (12,920 underlying)
Disposition to Issuer
Stock Option (right to buy)
2023-06-16−135,913→ 0 total
Exercise: $6.70Exp: 2031-02-03→ Common Stock (135,913 underlying)
Disposition to Issuer
Stock Option (right to buy)
2023-06-16−86,582→ 0 total
Exercise: $29.56Exp: 2032-05-19→ Common Stock (86,582 underlying)
Disposition to Issuer
Stock Option (right to buy)
2023-06-16−34,085→ 0 total
Exercise: $110.20Exp: 2032-12-08→ Common Stock (34,085 underlying)
Disposition to Issuer
Common Stock
2023-06-16−87,973→ 0 total

Footnotes (3)

[F1]Includes 9,811 restricted stock units.
[F2]Pursuant to the Agreement and Plan of Merger, dated April 15, 2023, by and among the Issuer, Merck & Co., Inc. ("Merck") and Splash Merger Sub, Inc., the Issuer became a wholly owned subsidiary of Merck upon consummation of the merger (the "Effective Time"). At the Effective Time, (a) each of the Issuer's outstanding shares of common stock was cancelled and automatically converted into the right to receive $200 in cash (the "Merger Consideration"), without interest,... (Continued in Footnote 3)
[F3](Continued from Footnote 2) ...(b) each of the Issuer's outstanding restricted stock units ("RSUs") was automatically cancelled and converted into the right to receive an amount in cash equal to the product of (i) the number of shares of the Issuer's common stock underlying such RSU immediately prior to the Effective Time multiplied by (ii) the Merger Consideration, without interest and (c) each of the Issuer's outstanding unexercised stock options, whether vested or unvested, was automatically cancelled and converted into the right to receive an amount in cash, without interest, equal to the product of (i) the number of shares of the Issuer's common stock underlying such option immediately prior to the Effective Time multiplied by (ii) the amount, if any, by which the Merger Consideration exceeded the exercise price per share of such option.

Documents

1 file

Prometheus Biosciences, Inc.

CIK 0001718852

Entity typeother