4//SEC Filing
Dukes Iain D. 4
Accession 0001104659-24-023556
CIK 0001745020other
Filed
Feb 13, 7:00 PM ET
Accepted
Feb 14, 4:00 PM ET
Size
16.0 KB
Accession
0001104659-24-023556
Insider Transaction Report
Form 4
Dukes Iain D.
DirectorOther
Transactions
- Disposition from Tender
Common Stock
2024-02-14−388,324→ 0 total - Disposition to Issuer
Stock Option (Right to Buy)
2024-02-14−344,344→ 0 totalExercise: $0.32→ Common Stock (344,344 underlying) - Disposition to Issuer
Restricted Stock Units
2024-02-14−3,250→ 0 total→ Common Stock (3,250 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2024-02-14−61,549→ 0 totalExercise: $4.03→ Common Stock (61,549 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2024-02-14−36,066→ 0 totalExercise: $4.03→ Common Stock (36,066 underlying)
Footnotes (5)
- [F1]Pursuant to the terms of that certain Agreement and Plan of Merger (the "Merger Agreement"), dated as of December 22, 2023, by and among the Issuer, Concentra Biosciences, LLC, a Delaware limited liability company ("Parent") and Concentra Merger Sub II, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), Merger Sub completed a tender offer for shares of common stock of the Issuer (each, a "Share") and thereafter merged with and into the Issuer, effective as of February 14, 2024 (the "Effective Time") with the Issuer surviving the merger.
- [F2]At the Effective Time, each issued and outstanding Share was cancelled and converted into the right to receive (a) $4.05 per Share in cash (the "Cash Amount"), subject to any applicable withholding taxes and without interest, plus (b) one non-transferable contractual contingent value right per Share (each, a "CVR"), which represents the right to receive potential payments, in cash, subject to any applicable tax withholding and without interest, all upon the terms and subject to the conditions as set forth in the Offer to Purchase, as amended, and in the related Letter of Transmittal.
- [F3]Each Issuer restricted stock unit ("Issuer RSU") represents a contingent right to receive one Share.
- [F4]Pursuant to the terms of the Merger Agreement, each outstanding Issuer RSU that was outstanding and unvested immediately prior to the Effective Time vested in full. At the Effective Time, each Issuer RSU then outstanding was cancelled and converted into (i) a cash payment equal to the product of (A) the total number of Shares then underlying such Issuer RSU multiplied by (B) the Cash Amount, without interest and subject to any withholding of taxes; and (ii) one CVR for each Share subject to such Issuer RSU.
- [F5]Pursuant to the terms of the Merger Agreement, immediately prior to the Effective Time, each outstanding and unvested option to purchase Shares granted under an Issuer equity plan (each, an "Issuer Stock Option") vested in full. Pursuant to the terms of the Merger Agreement, at the Effective Time, each Issuer Stock Option with an exercise price that is less than the Cash Amount was cancelled and converted into the right to receive (i) a cash payment equal to the product of (A) the excess, if any, of the Cash Amount over the exercise price payable per Share with respect to such Issuer Stock Option, multiplied by (B) the total number of Shares subject to such Issuer Stock Option immediately prior to the Effective Time and (ii) one CVR for each Share underlying such Issuer Stock Option.
Documents
Issuer
Theseus Pharmaceuticals, Inc.
CIK 0001745020
Entity typeother
Related Parties
1- filerCIK 0001681955
Filing Metadata
- Form type
- 4
- Filed
- Feb 13, 7:00 PM ET
- Accepted
- Feb 14, 4:00 PM ET
- Size
- 16.0 KB