JONAS JEFFREY M 4
4 · Generation Bio Co. · Filed Feb 9, 2026
Research Summary
AI-generated summary of this filing
Generation Bio (GBIO) Director Jeffrey M. Jonas Sells 24,366 Shares
What Happened
Jeffrey M. Jonas, a director of Generation Bio Co. (GBIO), recorded dispositions to the issuer totaling 24,366 derivative shares on Feb 9, 2026 (multiple line items: 3,000; 4,246; 5,200; 1,500; 1,920; 2,500; 6,000). The Form 4 shows these as disposals to the issuer in connection with the merger that closed effective Feb 9, 2026; no per‑share price is listed on the Form 4 because the options/derivatives were converted to cash under the Merger Agreement rather than sold on the open market.
Key Details
- Transaction date: 2026-02-09 (Effective Time of the merger)
- Transaction type/code: Disposition to issuer (D) of derivative instruments (options/rights)
- Total shares disposed: 24,366 (sum of reported line items)
- Price / value: N/A on the Form 4; cash consideration was determined under the Merger Agreement (see footnotes)
- Shares owned after transaction: Not specified in the provided filing excerpt
- Filing timeliness: Report filed with Period of Report = 2026-02-09 (no late filing indicated)
- Relevant footnotes:
- F1: Merger closed Feb 9, 2026—Issuer became a wholly owned subsidiary of XOMA Royalty Corp.
- F2: Outstanding in‑the‑money options (exercise price < $4.2913) were vested, cancelled and converted into a cash payment equal to (Cash Amount − exercise price) × number of underlying shares.
- F3: Options with exercise price ≥ $4.2913 were cancelled for no consideration.
Context
This was not an open‑market sale by the director but a disposition to the company tied to the merger process—many outstanding options were automatically cancelled or converted into cash per the Merger Agreement. Such merger-related dispositions reflect deal terms (cash-out or cancellation of options) rather than independent trading sentiment by the insider.
Insider Transaction Report
- Disposition to Issuer
Stock Option (right to buy)
[F1][F2]2026-02-09−3,000→ 0 totalExercise: $3.87→ Common Stock (3,000 underlying) - Disposition to Issuer
Stock Option (right to buy)
[F3]2026-02-09−4,246→ 0 totalExercise: $45.92→ Common Stock (4,246 underlying) - Disposition to Issuer
Stock Option (right to buy)
[F3]2026-02-09−5,200→ 0 totalExercise: $190.00→ Common Stock (5,200 underlying) - Disposition to Issuer
Stock Option (right to buy)
[F3]2026-02-09−1,500→ 0 totalExercise: $265.90→ Common Stock (1,500 underlying) - Disposition to Issuer
Stock Option (right to buy)
[F3]2026-02-09−1,920→ 0 totalExercise: $61.90→ Common Stock (1,920 underlying) - Disposition to Issuer
Stock Option (right to buy)
[F3]2026-02-09−2,500→ 0 totalExercise: $48.30→ Common Stock (2,500 underlying) - Disposition to Issuer
Stock Option (right to buy)
[F3]2026-02-09−6,000→ 0 totalExercise: $33.20→ Common Stock (6,000 underlying)
Footnotes (3)
- [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, 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.
- [F2]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, par value $0.0001 per share, of the Issuer (the "Common Stock") that was outstanding and unexercised as of immediately prior to the Effective Time and had an exercise price per share that was less than $4.2913 (the "Cash Amount") (each such option, 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.
- [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 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.