4//SEC Filing
MERKSAMER SAMUEL J. 4
Accession 0000899243-23-020306
CIK 0001843762other
Filed
Nov 8, 7:00 PM ET
Accepted
Nov 9, 4:18 PM ET
Size
7.6 KB
Accession
0000899243-23-020306
Insider Transaction Report
Form 4
EQRx, Inc.EQRX
MERKSAMER SAMUEL
Director
Transactions
- Disposition to Issuer
Stock Option (Right to Buy)
2023-11-09−101,010→ 0 totalExercise: $4.95Exp: 2032-09-30→ Common Stock (101,010 underlying)
Footnotes (3)
- [F1]This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger dated July 31, 2023 (the "Merger Agreement"), by and among the Issuer, Revolution Medicines, Inc. ("Revolution Medicines"), Equinox Merger Sub, Inc., a direct, wholly owned subsidiary of Revolution Medicines ("Merger Sub I"), and Equinox Merger Sub II LLC, a direct, wholly owned subsidiary of Revolution Medicines ("Merger Sub II"), pursuant to which Merger Sub I merged with and into the Issuer effective as of November 9, 2023 (the "Effective Time"), with the Issuer surviving such merger as a direct, wholly owned subsidiary of Revolution Medicines (the "First Merger"), and promptly after the First Merger, the Issuer merged with and into Merger Sub II, with Merger Sub II surviving such merger as a direct, wholly owned subsidiary of Revolution Medicines.
- [F2]Pursuant to the Merger Agreement, each Issuer stock option that was outstanding and unexercised became fully vested and exercisable as of immediately prior to the Effective Time.
- [F3]At the Effective Time, each Issuer stock option that was outstanding immediately prior to the Effective Time and had an exercise price per share less than $2.16 (an "In-the-Money Option") was cancelled and converted automatically into the right to receive a number of shares of Revolution Medicines common stock equal to the quotient of (i) the product of (a) the number of shares of Issuer common stock subject to the In-the-Money Option immediately prior to the Effective Time, multiplied by (b) the excess of $2.16 over the exercise price of such In-the-Money Option, divided by (ii) $19.4690, less the number of shares of Revolution Medicines common stock having a fair market value as of the Effective Time equal to the amount necessary to satisfy the award holder's tax withholding obligations. (All Issuer stock options that did not constitute In-the-Money Options were terminated at the Effective Time for no consideration).
Documents
Issuer
EQRx, Inc.
CIK 0001843762
Entity typeother
Related Parties
1- filerCIK 0001501581
Filing Metadata
- Form type
- 4
- Filed
- Nov 8, 7:00 PM ET
- Accepted
- Nov 9, 4:18 PM ET
- Size
- 7.6 KB