4//SEC Filing
Shiver John W. 4
Accession 0000950170-24-017407
CIK 0001786255other
Filed
Feb 19, 7:00 PM ET
Accepted
Feb 20, 7:41 PM ET
Size
14.1 KB
Accession
0000950170-24-017407
Insider Transaction Report
Form 4
Icosavax, Inc.ICVX
Shiver John W.
Director
Transactions
- Disposition from Tender
Common Stock
2024-02-19−8,066→ 0 total - Disposition to Issuer
Common Stock
2024-02-19−2,833→ 0 total - Disposition to Issuer
Stock Option (Right to Buy)
2024-02-19−9,643→ 0 totalExercise: $6.25→ Common Stock (9,643 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2024-02-19−17,000→ 0 totalExercise: $9.89→ Common Stock (17,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2024-02-19−25,500→ 0 totalExercise: $22.50→ Common Stock (25,500 underlying)
Footnotes (4)
- [F1]In connection with the terms of an Agreement and Plan of Merger, dated as of December 11, 2023 (the "Merger Agreement"), by and among the Issuer, AstraZeneca Finance and Holdings Inc. ("Parent"), and Isochrone Merger Sub Inc., a wholly owned subsidiary of Parent ("Purchaser"), Purchaser completed a tender offer for shares of the Issuer's Common Stock at a purchase price per share of (i) $15.00 plus (ii) one non-tradable contingent value right ("CVR") per share representing the right to receive a contingent payment of up to $5.00 in cash upon achievement of specified milestones (collectively, the "Offer Price"). After completion of the tender offer, Purchaser merged with and into the Issuer (the "Merger"), effective as of February 19, 2024 (the "Effective Time"), with the Issuer continuing as the surviving entity and a wholly owned subsidiary of Parent.
- [F2]Represents restricted stock units ("RSUs"). Pursuant to the Merger Agreement, immediately prior to the Effective Time, each RSU that was outstanding as of immediately prior to the Effective Time was cancelled and converted into the contingent right to receive the Offer Price, subject to the terms of the Merger Agreement.
- [F3]Pursuant to the terms of the Merger Agreement, immediately prior to the Effective Time, this stock option was cancelled and converted into the right to receive, subject to the terms of the Merger Agreement, (a) an amount in cash equal to the product obtained by multiplying (1) the aggregate number of shares underlying such option immediately prior to the Effective Time by (2) an amount equal to (A) $15.00 less (B) the exercise price of such option, plus (b) one CVR for each share underlying such option immediately prior to the Effective Time.
- [F4]Pursuant to the terms of the Merger Agreement, immediately prior to the Effective Time, this stock option was cancelled and converted for no consideration.
Documents
Issuer
Icosavax, Inc.
CIK 0001786255
Entity typeother
Related Parties
1- filerCIK 0001900372
Filing Metadata
- Form type
- 4
- Filed
- Feb 19, 7:00 PM ET
- Accepted
- Feb 20, 7:41 PM ET
- Size
- 14.1 KB