Barinthus (BRNS) CMO Leon Hooftman Transfers RSUs in Merger

What Happened

• Leon Hooftman, Chief Medical Officer of Barinthus Biotherapeutics (BRNS), had equity awards reported on Form 4 tied to the company’s merger effective September 9, 2026. The filing shows a grant/award of 361,530 share-equivalents (RSUs) and simultaneous dispositions/assumptions of those and other derivative awards (195,166 and 140,000 share-equivalents). The reported dispositions show $0.00 proceeds — these were not open‑market sales but conversion/assumption/cancellation actions related to the merger.

Key Details

• Transaction date / report date: September 9, 2026 (Effective Time of the merger).
• Reported entries: A (award) of 361,530 share-equivalents; D (dispositions to the issuer) of 361,530 (N/A price), 195,166 ($0.00), and 140,000 ($0.00).
• No cash proceeds: the derivative dispositions are reported with $0.00, indicating they were converted/assumed rather than sold for cash.
• Shares owned after transaction: not specified in the provided filing excerpt.
• Filing timeliness: transaction and report date are the same (appears timely).
• Footnotes of note:
  • Each Ordinary Share may be represented by an ADS (F1).
  • Transactions occurred under the Merger Agreement; at the Effective Time Topco acquired Barinthus and became the parent (F2).
  • RSUs that were outstanding were released/converted and assumed by Topco as RSUs in Topco common stock (F3).
  • Outstanding options to acquire Barinthus shares were converted/assumed by Topco on the same terms (F4).

Context

• These entries reflect corporate reorganization actions tied to the takeover (assumption/conversion of RSUs and options), not open-market insider selling or buying. Because the dispositions are recorded at $0, they do not represent cash sales and therefore should not be read as a personal liquidity transaction by the insider.