ARYA SCIENCES HOLDINGS 4
4 · ARYA SCIENCES ACQUISITION CORP. · Filed Jul 6, 2020
Insider Transaction Report
Form 4
ARYA SCIENCES HOLDINGS
10% Owner
Transactions
- Disposition to Issuer
Class B Ordinary Shares
2020-07-01−3,503,750→ 0 total→ Class A Ordinary Shares (3,503,750 underlying)
Footnotes (2)
- [F1]In connection with the merger of ARYA Sciences Acquisition Corp. (the "Issuer") with and into a subsidiary of Immatics B.V. ("IMTX"), and a series of related transactions (collectively, the "Business Combination"), the Class B Ordinary Shares, par value $0.0001 per share, of the Issuer held by the Reporting Person were exchanged for Ordinary Shares, nominal value EURO0.01 per share, of IMTX. Upon consummation of the Business Combination the Reporting Person is no longer subject to the reporting requirements of Section 16 with respect to the Issuer's securities.
- [F2]This Form 4 is being filed by Arya Sciences Holdings ("Holdings"). Holdings is governed by a three member board of directors. Each director has one vote, and the approval of a majority of the directors is required to approve an action of Holdings. Under the so-called "rule of three," if voting and dispositive decisions regarding an entity's securities are made by two or more individuals, and a voting and dispositive decision requires the approval of a majority of those individuals, then none of the individuals is deemed a beneficial owner of the entity's securities. Based upon the foregoing analysis, no individual director of Holdings exercises voting or dispositive control over any of the securities held by Holdings. Accordingly, none of them will be deemed to have or share beneficial ownership of such shares.