Appelhans Dannielle 4
4 · Generation Bio Co. · Filed Feb 9, 2026
Research Summary
AI-generated summary of this filing
Generation Bio (GBIO) Director Dannielle Appelhans Surrenders 17,339 Shares
What Happened
Dannielle Appelhans, a director of Generation Bio Co., had a total of 17,339 shares disposed on February 9, 2026 as part of the company’s change-of-control transaction with XOMA Royalty Corp. The disposals include 1,999 common shares tendered/exchanged in the offer and 15,340 shares (reported as derivative dispositions) that were cancelled/converted under the merger terms. The merger consideration was a cash amount of $4.2913 per share plus one non-tradable contingent value right (CVR) per share (the CVR has an estimated maximum contingent value of $25.01 per CVR). The Form 4 reports per-share proceeds as N/A because the dispositions reflect merger exchange and option cash-out mechanics rather than open-market sales.
Key Details
- Transaction date: 2026-02-09 (Effective Time of merger also Feb 9, 2026).
- Shares disposed: 17,339 total (1,263 + 736 tendered shares; 3,000 + 3,840 + 2,500 + 6,000 derivative/issuer dispositions).
- Deal consideration: Cash price $4.2913 per share plus one CVR per share; CVR has an estimated maximum contingent consideration of $25.01 (total potential per-share consideration could include the CVR payment subject to conditions).
- Derivative items: In‑the‑money options were automatically cancelled and converted into a cash payment equal to (Cash Amount − exercise price) × number of underlying shares; options with exercise price ≥ Cash Amount were cancelled for no consideration.
- Reported sale price on Form 4: N/A (proceeds not shown on form because transaction was merger/tender and option cash‑outs).
- Shares owned after transaction: Not specified in the provided filing details.
- Filing timeliness: Reported on the same date as the Effective Time (no late filing indicated).
Context
These transactions were part of the negotiated merger/tender offer, not open-market trading by the director. That means the dispositions reflect the deal mechanics (tender exchange and option cancellations/cash-outs) rather than a voluntary market sale; proceeds depend on each instrument’s terms (including any applicable tax withholding and the contingent CVR outcome). For retail investors, note this is a corporate change-of-control event — insider dispositions here are routine consequences of the merger agreement, not an independent vote on company prospects.
Insider Transaction Report
- Disposition from Tender
Common Stock
[F1][F2]2026-02-09−1,263→ 0 total - Disposition from Tender
Common Stock
[F1][F2]2026-02-09−736→ 0 total(indirect: By Spouse) - Disposition to Issuer
Stock Option (right to buy)
[F3]2026-02-09−3,000→ 0 totalExercise: $3.87→ Common Stock (3,000 underlying) - Disposition to Issuer
Stock Option (right to buy)
[F4]2026-02-09−3,840→ 0 totalExercise: $71.80→ Common Stock (3,840 underlying) - Disposition to Issuer
Stock Option (right to buy)
[F4]2026-02-09−2,500→ 0 totalExercise: $48.30→ Common Stock (2,500 underlying) - Disposition to Issuer
Stock Option (right to buy)
[F4]2026-02-09−6,000→ 0 totalExercise: $33.20→ Common Stock (6,000 underlying)
Footnotes (4)
- [F1]Pursuant to the terms of that certain Agreement and Plan of Merger (the "Merger Agreement"), by and among Generation Bio. Co. (the "Issuer"), XOMA Royalty Corporation ("Parent") and Parent's wholly-owned subsidiary, XRA 7 Corp. ("Merger Sub"), dated as of December 15, 2025, the shares (the "Shares") of common stock, par value $0.0001 per share, of the Issuer (the "Common Stock") that were tendered to Merger Sub prior to the expiration time of the offer were exchanged for (i) a purchase price of $4.2913 per Share to the stockholders in cash, without interest and less any applicable tax withholding (the "Cash Amount"), plus (ii) one non-tradeable contingent value right per Share (the "CVR"),
- [F2](continued from footnote 1) which represents the right to receive certain contingent payments in cash in accordance with the terms and subject to the conditions of a contingent value rights agreement entered into by Parent and the rights agent, with an estimated maximum contingent consideration amount of $25.01 per CVR (the Cash Amount plus one CVR, collectively, the "Offer Price"). After completion of the tender offer, pursuant to the terms of the Merger Agreement, Merger Sub merged with and into the Issuer, effective as of February 9, 2026 (the "Effective Time"), with the Issuer continuing as the surviving corporation and a wholly owned subsidiary of Parent.
- [F3]Pursuant to the terms of the Merger Agreement, effective as of immediately prior to the Effective Time, each option to purchase shares of Common Stock ("Issuer Option") that was outstanding and unexercised as of immediately prior to the Effective Time and had an exercise price per Share that was less than the Cash Amount (each, an "In-The-Money Option"), became fully vested and was automatically cancelled and converted into the right to receive an amount in cash, without interest, equal to the product obtained by multiplying (x) the excess of the Cash Amount over the exercise price per share of Common Stock underlying such In-the-Money Option at the Effective Time by (y) the number of shares of Common Stock underlying such In-the-Money Option at the Effective Time.
- [F4]Pursuant to the terms of the Merger Agreement, effective as of immediately prior to the Effective Time, each Issuer Option that was outstanding and unexercised as of immediately prior to the Effective Time and had an exercise price per Share that was equal to or greater than the Cash Amount was automatically cancelled for no consideration.