Appelhans Dannielle 4

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.