4//SEC Filing
RIEFLIN WILLIAM JL 4
Accession 0000950170-24-042619
CIK 0001426332other
Filed
Apr 7, 8:00 PM ET
Accepted
Apr 8, 4:16 PM ET
Size
20.9 KB
Accession
0000950170-24-042619
Insider Transaction Report
Form 4
RIEFLIN WILLIAM JL
DirectorExecutive Chairman
Transactions
- Disposition from Tender
Common Stock
2024-04-05−5,172→ 0 total - Disposition from Tender
Common Stock
2024-04-05−2,769,168→ 0 total(indirect: See footnote) - Disposition to Issuer
Stock Option (Right to Buy)
2024-04-05−80,000→ 0 totalExercise: $15.20Exp: 2032-03-02→ Common Stock (80,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2024-04-05−80,000→ 0 totalExercise: $31.93Exp: 2031-03-16→ Common Stock (80,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2024-04-05−50,000→ 0 totalExercise: $12.06Exp: 2029-02-06→ Common Stock (50,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2024-04-05−75,000→ 0 totalExercise: $16.47Exp: 2030-02-03→ Common Stock (75,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2024-04-05−78,407→ 0 totalExercise: $3.69Exp: 2033-05-09→ Common Stock (78,407 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2024-04-05−225,000→ 0 totalExercise: $8.14Exp: 2028-01-30→ Common Stock (225,000 underlying)
Footnotes (4)
- [F1]Disposed of pursuant to a Rollover Agreement between, inter alia, Mr. Rieflin, Atlas Neon Parent, Inc. ("Parent") and Atlas Neon Merger Sub, Inc. a wholly-owned subsidiary of Parent ("Purchaser"), in exchange for shares in Parent.
- [F2]Shares held by Rieflin Family Trust U/A 4/3/00.
- [F3]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, Parent and 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 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 $1.55 per share (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,
- [F4](Continued from footnote 3) 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 0001182471
Filing Metadata
- Form type
- 4
- Filed
- Apr 7, 8:00 PM ET
- Accepted
- Apr 8, 4:16 PM ET
- Size
- 20.9 KB