Rhodes Jason P 4
4 · Generation Bio Co. · Filed Feb 9, 2026
Research Summary
AI-generated summary of this filing
Generation Bio (GBIO) Director Jason Rhodes Sells 848,066 Shares
What Happened
Jason P. Rhodes, a director (and member of the Atlas Venture general partner entities), disposed of a total of 848,066 Generation Bio (GBIO) interests on Feb 9, 2026 in connection with the company’s tender offer and merger into XOMA Royalty Corporation. That includes 827,946 common shares tendered/exchanged for $4.2913 in cash per share (plus one non-tradeable contingent value right, or CVR, per share) and 20,120 derivative interests (options/award conversions) that were cancelled/paid out to the issuer under the merger terms. The cash component for the common shares is roughly $3.55 million; each CVR has an estimated maximum contingent payout of $25.01 (non-tradeable), implying up to ~ $20.7M additional contingent consideration on those shares. Cash paid for converted options (derivatives) was determined under the merger formula and is not separately reported in the Form 4.
Key Details
- Transaction date: 2026-02-09 (Effective Time of merger). Cash per share paid: $4.2913; plus one CVR per share (CVR estimated max $25.01).
- Specific disposals reported: 711,193; 116,693; 60 common shares, and derivative dispositions of 3,000; 5,200; 1,500; 1,920; 2,500; 6,000 (total 20,120). Total disposed = 848,066.
- Shares owned after transaction: filing indicates holdings were tendered/converted under the merger; the filing does not state retained public float for the Reporting Person (issuer became wholly owned subsidiary).
- Relevant footnotes: Merger Agreement terms (cash + CVR); in‑the‑money options were converted into cash per a formula (F6); out‑of‑the‑money options were cancelled for no consideration (F7). Reporting Person disclaims direct beneficial ownership of shares held by Atlas funds (F3–F5).
- Filing timeliness: Form filed on 2026-02-09 (same effective date); not indicated as late.
Context
- These were not open-market sales but transaction-related settlements arising from a change of control (tender offer + merger). The CVRs are non-tradeable contingent rights—any additional payment is conditional and may be uncertain.
- Many shares were held by Atlas Venture funds (institutional), and Rhodes disclaims Section 16 beneficial ownership except for any pecuniary interest; these filings reflect fund/GP-level dispositions rather than a straightforward executive sell signal.
Insider Transaction Report
Form 4Exit
Rhodes Jason P
Director
Transactions
- Disposition from Tender
Common Stock
[F1][F2][F3]2026-02-09−711,193→ 0 total(indirect: See Footnote) - Disposition from Tender
Common Stock
[F1][F2][F4]2026-02-09−116,693→ 0 total(indirect: See Footnote) - Disposition from Tender
Common Stock
[F1][F2][F5]2026-02-09−60→ 0 total(indirect: See Footnote) - Disposition to Issuer
Stock Option (right to buy)
[F6]2026-02-09−3,000→ 0 totalExercise: $3.87→ Common Stock (3,000 underlying) - Disposition to Issuer
Stock Option (right to buy)
[F7]2026-02-09−5,200→ 0 totalExercise: $190.00→ Common Stock (5,200 underlying) - Disposition to Issuer
Stock Option (right to buy)
[F7]2026-02-09−1,500→ 0 totalExercise: $265.90→ Common Stock (1,500 underlying) - Disposition to Issuer
Stock Option (right to buy)
[F7]2026-02-09−1,920→ 0 totalExercise: $61.90→ Common Stock (1,920 underlying) - Disposition to Issuer
Stock Option (right to buy)
[F7]2026-02-09−2,500→ 0 totalExercise: $48.30→ Common Stock (2,500 underlying) - Disposition to Issuer
Stock Option (right to buy)
[F7]2026-02-09−6,000→ 0 totalExercise: $33.20→ Common Stock (6,000 underlying)
Holdings
- 0
Common Stock
Footnotes (7)
- [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]The shares are held directly by Atlas Venture Fund X, L.P. ("Atlas Venture Fund X"). The general partner of Atlas Venture Fund X is Atlas Venture Associates X, L.P. ("AVA X LP"). Atlas Venture Associates X, LLC ("AVA X LLC") is the general partner of AVA X LP. The Reporting Person is a member of AVA X LLC and disclaims Section 16 beneficial ownership of the securities held by Atlas Venture Fund X, except to the extent of his pecuniary interest therein, if any.
- [F4]The shares are owned directly by Atlas Venture Opportunity Fund I, L.P. ("AVOF I"). Atlas Venture Associates Opportunity I, L.P. ("AVAO LP") is the general partner of AVOF I. Atlas Venture Associates Opportunity I, LLC ("AVAO LLC") is the general partner of AVAO LP. The Reporting Person is a member of AVAO LLC and disclaims Section 16 beneficial ownership of the securities held by AVOF I, except to the extent of his pecuniary interest therein, if any.
- [F5]The shares are held directly by Atlas Venture Associates Opportunity I, L.P. ("AVAO LP"). Atlas Venture Associates Opportunity I, LLC ("AVAO LLC") is the general partner of AVAO LP. The Reporting Person is a member of AVAO LLC and disclaims Section 16 beneficial ownership of the securities held by AVAO LP, except to the extent of his pecuniary interest therein, if any.
- [F6]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.
- [F7]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.
Signature
/s/ Shawna-Gay White, Attorney-in-Fact|2026-02-09