4//SEC Filing
WOODHOUSE DAVID J 4
Accession 0000950170-24-042609
CIK 0001426332other
Filed
Apr 7, 8:00 PM ET
Accepted
Apr 8, 4:14 PM ET
Size
32.1 KB
Accession
0000950170-24-042609
Insider Transaction Report
Form 4
WOODHOUSE DAVID J
DirectorCEO and acting CFO
Transactions
- Disposition to Issuer
Stock Option (Right to Buy)
2024-04-05−57,833→ 0 totalExercise: $0.84Exp: 2028-01-30→ Common Stock (57,833 underlying) - Disposition from Tender
Common Stock
2024-04-05−97,654→ 0 total(indirect: See footnote) - Disposition to Issuer
Restricted Stock Unit
2024-04-05−95,400→ 0 total→ Common Stock (95,400 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2024-04-05−500,000→ 0 totalExercise: $0.84Exp: 2028-07-24→ Common Stock (500,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2024-04-05−450,000→ 0 totalExercise: $0.84Exp: 2031-03-16→ Common Stock (450,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2024-04-05−87,013→ 0 totalExercise: $0.84Exp: 2027-01-19→ Common Stock (87,013 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2024-04-05−255,000→ 0 totalExercise: $0.84Exp: 2025-04-21→ Common Stock (255,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2024-04-05−200,000→ 0 totalExercise: $0.84Exp: 2029-02-06→ Common Stock (200,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2024-04-05−500,000→ 0 totalExercise: $4.36Exp: 2033-03-01→ Common Stock (500,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2024-04-05−381,600→ 0 totalExercise: $4.36Exp: 2033-03-01→ Common Stock (381,600 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2024-04-05−400,000→ 0 totalExercise: $0.84Exp: 2030-02-03→ Common Stock (400,000 underlying) - Disposition from Tender
Common Stock
2024-04-05−23,993→ 0 total - Disposition to Issuer
Stock Option (Right to Buy)
2024-04-05−500,000→ 0 totalExercise: $0.84Exp: 2032-03-02→ Common Stock (500,000 underlying)
Footnotes (6)
- [F1]This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger entered into by and among the Issuer, Atlas Neon Parent, Inc. ("Parent") and Atlas Neon Merger Sub, Inc., a wholly-owned subsidiary of Parent ("Purchaser"), dated as of February 25, 2024 ("Merger Agreement"), pursuant to which the Purchaser completed a tender offer for the shares of common stock of the Issuer and thereafter merged with and into the Issuer effective as of April 5, 2024 (the "Effective Time"). Pursuant to the terms of the Merger Agreement and Purchaser's offer to purchase, the shares of common stock were tendered to Purchaser in consideration for a per share price of $1.55 in cash, subject to applicable tax withholding and without interest (the "Offer Price").
- [F2]Disposed of pursuant to a Rollover Agreement between, inter alia, Dr. Woodhouse, Parent and Purchaser, in exchange for shares in Parent.
- [F3]Shares held by The Woodhouse Family Trust 9/8/05.
- [F4]Each Restricted Stock Unit represents a contingent right to receive one share of Common Stock. Pursuant to the Merger Agreement, as of the Effective Time, each outstanding Restricted Stock Unit was canceled and the holder of such canceled Restricted Stock Unit was entitled to receive an amount in cash, without interest and less any withholding of taxes, equal to the Offer Price.
- [F5]Restricted Stock Units do not have an expiration date.
- [F6]Pursuant to the Merger Agreement, as of the Effective Time, the vesting of each outstanding unvested Stock Option that had a per share exercise price that was less than the Offer Price (an "In-the-Money Option") was accelerated, any applicable retention period for options that were repriced ended, and each outstanding In-the-Money Option (both vested and unvested) was canceled and the holder of such canceled Stock Option was entitled to receive an amount in cash, without interest and less any withholding of taxes, equal to the product of (i) the excess of the Offer Price over the applicable exercise price per share subject to such Stock Option multiplied by (ii) the total number of shares subject to such Stock Option. Each Stock Option that was not an In-the-Money Option (whether vested or unvested) was canceled as of the Effective Time for no consideration.
Documents
Issuer
NGM BIOPHARMACEUTICALS INC
CIK 0001426332
Entity typeother
Related Parties
1- filerCIK 0001642995
Filing Metadata
- Form type
- 4
- Filed
- Apr 7, 8:00 PM ET
- Accepted
- Apr 8, 4:14 PM ET
- Size
- 32.1 KB