JONAS JEFFREY M 4

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.