4//SEC Filing
Lappe Mark 4
Accession 0000950142-24-001500
CIK 0001739614other
Filed
May 29, 8:00 PM ET
Accepted
May 30, 6:22 PM ET
Size
16.5 KB
Accession
0000950142-24-001500
Insider Transaction Report
Form 4
Inhibrx, Inc.INBX
Lappe Mark
DirectorChief Executive Officer10% Owner
Transactions
- Disposition to Issuer
Common Stock
2024-05-30$30.00/sh−2,486,192$74,585,760→ 0 total(indirect: By Trust) - Disposition to Issuer
Common Stock
2024-05-30$30.00/sh−59,462$1,783,860→ 0 total(indirect: By IRA) - Disposition to Issuer
Stock Option (right to buy)
2024-05-30−100,000→ 0 totalExercise: $23.30Exp: 2033-01-03→ Common Stock (100,000 underlying) - Disposition to Issuer
Stock Option (right to buy)
2024-05-30−145,000→ 0 totalExercise: $33.63Exp: 2031-01-15→ Common Stock (145,000 underlying) - Disposition to Issuer
Common Stock
2024-05-30$30.00/sh−500,000$15,000,000→ 0 total(indirect: By Trust)
Footnotes (8)
- [F1]Under the Agreement and Plan of Merger, dated January 22, 2024 (the "Merger Agreement"), by and among Inhibrx, Inc. (the "Issuer"), Aventis Inc., a Pennsylvania corporation ("Parent") and wholly owned subsidiary of Sanofi, and Art Acquisition Sub, Inc., a Delaware corporation ("Merger Sub") and wholly owned subsidiary of Parent, following satisfaction or waiver of the closing conditions set forth in the Merger Agreement, on May 30, 2024, Merger Sub merged with and into the Issuer with the Issuer surviving as the surviving company (the "Merger").
- [F2]In the Merger, each share of common stock of the Issuer that was outstanding immediately prior to the effective time of the Merger (the "Effective Time") (other than (A) the Issuer's common stock owned by the Issuer as treasury shares, (B) the Issuer's common stock owned by Parent or Merger Sub and (C) any dissenting shares), was automatically cancelled, extinguished and converted into the right to receive (i) an amount in cash equal to $30.00, without interest thereon (the "Closing Amount"), plus (ii) one (1) contractual contingent value right ("CVR") representing the right to receive a contingent payment of $5.00, without interest thereon, in cash (the "Milestone Payment"), upon the achievement of certain regulatory milestones ("Milestone") set forth in the Contingent Value Rights Agreement between Parent and Continental Stock Transfer & Trust Company.
- [F3]These securities were directly owned by the Lappe Family Trust. Mark P. Lappe is a trustee of the Lappe Family Trust and, in such capacity, may be deemed to indirectly beneficially own the securities owned by the Lappe Family Trust.
- [F4]These securities were directly owned by a trust, for the benefit of the reporting person's immediate family. Mark P. Lappe, as an immediate family member of the beneficiaries of the trust, may be deemed to indirectly beneficially own the securities owned by the trust.
- [F5]Twenty-five percent (25%) of the total shares subject to the stock option became exercisable on January 15, 2022, with the balance to vest and become exercisable in equal successive monthly installments for thirty-six (36) months thereafter.
- [F6]This stock option was cancelled in the Merger and converted into the right to receive (A) an amount in cash, without interest and less any applicable withholding taxes, equal to the product of (x) the total number of shares of the Issuer's common stock subject to such stock option immediately prior to the Effective Time, multiplied by (y) the excess of (I) the Closing Amount over (II) the exercise price payable per share of the Issuer's common stock under such stock option and (B) one (1) CVR for each share of the Issuer common stock subject to such stock option.
- [F7]Twenty-five percent (25%) of the total shares subject to the stock option became exercisable on January 3, 2024, with the balance to vest and become exercisable in equal successive monthly installments thirty-six (36) months thereafter.
- [F8]This stock option was canceled in the Merger and converted into the right to receive the contingent payment described in the following sentence. If the Milestone is achieved, the cash amount to be paid in respect of each such stock option will be equal to (x) $35.00 (representing the sum of the Closing Amount of $30.00 and the Milestone Payment of $5.00) minus (y) the option exercise price per share, subject to applicable tax withholding.
Documents
Issuer
Inhibrx, Inc.
CIK 0001739614
Entity typeother
Related Parties
1- filerCIK 0001366074
Filing Metadata
- Form type
- 4
- Filed
- May 29, 8:00 PM ET
- Accepted
- May 30, 6:22 PM ET
- Size
- 16.5 KB