Kolchinsky Peter 4
4 · Synthorx, Inc. · Filed Jan 24, 2020
Insider Transaction Report
Form 4
Synthorx, Inc.THOR
Kolchinsky Peter
Director10% Owner
Transactions
- Disposition to Issuer
Stock Option (right to buy)
2020-01-23$55.60/sh−15,335$852,626→ 0 totalExercise: $12.40Exp: 2029-06-06→ Common Stock (15,335 underlying) - Disposition from Tender
Common Stock
2020-01-23$68.00/sh−9,724,598$661,272,664→ 0 total(indirect: See Footnote) - Disposition to Issuer
Stock Option (right to buy)
2020-01-23$57.00/sh−30,000$1,710,000→ 0 totalExercise: $11.00Exp: 2028-12-05→ Common Stock (30,000 underlying)
Footnotes (6)
- [F1]These securities include 7,968,645 shares held by RA Capital Healthcare Fund, L.P. (the "Fund") and 1,755,953 shares held by a separately managed account (the "Account").
- [F2]RA Capital Management, L.P. (the "Adviser") is the investment manager for the Fund and the Account. The general partner of the Adviser is RA Capital Management GP, LLC (the "Adviser GP"), of which Dr. Peter Kolchinsky and Mr. Rajeev Shah are the managing members.
- [F3]The Adviser, the Adviser GP, Dr. Kolchinsky, and Mr. Shah may be deemed indirect beneficial owners of the reported securities for purposes of Section 13(d) of the Securities Exchange Act of 1934 (the "Act"). They disclaim beneficial ownership of any of the reported securities for the purpose of determining whether they are subject to Section 16 of the Act, however, in reliance on Rule 16a-1(a)(1)(v) and (vii). To the extent that they might be deemed subject to Section 16, they disclaim beneficial ownership of securities held by the Fund for purposes of Rule 16a-1(a)(2), except to the extent of their pecuniary interest therein, and disclaim any pecuniary interest in securities held in the Account for purposes of Rule 16a-1(a)(2).
- [F4]This option, which provided for vesting of the shares in equal monthly installments over the 12 months following December 6, 2018, was cancelled in connection with the merger of the Issuer with Sanofi's wholly owned subsidiary in exchange for a cash payment of $1,710,000.00, representing the difference between the exercise price of the option and the market value of the underlying common stock of the Issuer on the effective date of the merger ($68).
- [F5]Under the Reporting Person's arrangement with the Adviser, the Reporting Person holds the option for the benefit of the Fund and the Account. The Reporting Person is obligated to turn over to the Adviser any net cash or stock received from the option, which will offset advisory fees owed by the Fund and Account to the Adviser. The Reporting Person therefore disclaims beneficial ownership of the option and underlying common stock.
- [F6]This option, which provided for vesting of the shares in equal monthly installments over the 12 months following June 7, 2019, such that the option would be fully vested on the date of the Issuer's next annual stockholder meeting, was cancelled in connection with the merger of the Issuer with Sanofi's wholly owned subsidiary in exchange for a cash payment of $852,626.00, representing the difference between the exercise price of the option and the market value of the underlying common stock of the Issuer on the effective date of the merger ($68).