DALESANDRO MARGARET 4
4 · Ambrx Biopharma, Inc. · Filed Mar 7, 2024
Insider Transaction Report
Form 4
DALESANDRO MARGARET
Director
Transactions
- Disposition to Issuer
Restricted Stock Units
2024-03-07−10,119→ 0 total→ Common Stock (10,119 underlying) - Disposition to Issuer
Restricted Stock Units
2024-03-07−17,857→ 0 total→ Common Stock (17,857 underlying)
Footnotes (5)
- [F1]This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of January 5, 2024, among the Issuer, Johnson & Johnson ("J&J"), and Charm Merger Sub, Inc., a wholly owned subsidiary of J&J ("Merger Sub"), pursuant to which Merger Sub merged with and into the Issuer (the "Merger"), effective as of March 7, 2024 (such date and time of such Merger, the "Effective Time"), with the Issuer surviving the Merger as a wholly owned subsidiary of J&J.
- [F2]Each of these restricted stock units ("RSUs") represents a contingent right to receive one share of common stock of the Issuer ("Company Common Stock").
- [F3]The RSUs vest in three successive equal annual installments beginning on September 1, 2024, subject to continuous service through such vesting date.
- [F4]Pursuant to the Merger Agreement, at the Effective Time, each of these RSUs that was outstanding as of immediately prior to the Effective Time was cancelled and the Reporting Person was entitled to receive the Merger Consideration, without interest and less any applicable withholding taxes, in respect of each such RSU.
- [F5]The RSUs vest on the earlier of (i) the one-year anniversary of the date of grant of September 1, 2023, and (ii) the day immediately before the next annual general meeting, subject to continuous service through such vesting date.