4//SEC Filing
DOBMEIER ERIC 4
Accession 0001209191-23-045417
CIK 0001435049other
Filed
Aug 10, 8:00 PM ET
Accepted
Aug 11, 4:07 PM ET
Size
38.3 KB
Accession
0001209191-23-045417
Insider Transaction Report
Form 4
DOBMEIER ERIC
DirectorPresident, CEO
Transactions
- Disposition to Issuer
Common Stock
2023-08-11−301,138→ 0 total - Disposition to Issuer
Stock Option (Right to Buy)
2023-08-11$39.58/sh−313,555$12,410,507→ 0 totalExercise: $0.42Exp: 2030-03-17→ Common Stock (313,555 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2023-08-11$25.23/sh−271,647$6,853,654→ 0 totalExercise: $14.77Exp: 2030-10-05→ Common Stock (271,647 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2023-08-11$27.10/sh−300,000$8,130,000→ 0 totalExercise: $12.90Exp: 2032-01-30→ Common Stock (300,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2023-08-11$14.73/sh−255,150$3,758,360→ 0 totalExercise: $25.27Exp: 2033-01-30→ Common Stock (255,150 underlying) - Disposition to Issuer
Restricted Stock Units
2023-08-11−30,797→ 0 total→ Common Stock (30,797 underlying) - Disposition to Issuer
Restricted Stock Units
2023-08-11−20,248→ 0 total→ Common Stock (20,248 underlying) - Disposition to Issuer
Restricted Stock Units
2023-08-11−50,001→ 0 total→ Common Stock (50,001 underlying) - Disposition to Issuer
Restricted Stock Units
2023-08-11−64,050→ 0 total→ Common Stock (64,050 underlying) - Disposition to Issuer
Restricted Stock Units
2023-08-11−11,300→ 0 total→ Common Stock (11,300 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2023-08-11$39.65/sh−353,358$14,010,645→ 0 totalExercise: $0.35Exp: 2029-06-05→ Common Stock (353,358 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2023-08-11$24.86/sh−178,600$4,439,996→ 0 totalExercise: $15.14Exp: 2031-02-09→ Common Stock (178,600 underlying)
Footnotes (13)
- [F1]The reported securities were disposed of pursuant to the Merger Agreement (defined in the Remarks below). Upon effectiveness of the Merger (defined in the Remarks below), in exchange for each share of the Issuer's Common Stock, the reporting person received: (i) $40.00 in cash, without interest and less applicable withholding taxes; and (ii) one contractual contingent value right (each, a "CVR"), entitling the reporting person to additional cash payments upon the achievement of certain future business milestones pursuant to the Contingent Value Rights Agreement (the "Contingent Value Rights Agreement") entered into concurrent with completion of the Merger.
- [F10]When granted, the RSU award provided for ratable vesting in annual installments of one-third beginning on February 10, 2022. Pursuant to the Merger Agreement, at the effective time of the Merger, the RSU award was cancelled and converted into the right to receive, with respect to each share of the Issuer's Common Stock underlying such RSU, (i) a cash payment equal to $40.00 (without interest and subject to any applicable tax withholding), and (ii) one CVR.
- [F11]When granted, the RSU award provided for ratable vesting in annual installments of one-third beginning on January 31, 2023. Pursuant to the Merger Agreement, at the effective time of the Merger, the RSU award was cancelled and converted into the right to receive, with respect to each share of the Issuer's Common Stock underlying such RSU, (i) a cash payment equal to $40.00 (without interest and subject to any applicable tax withholding), and (ii) one CVR.
- [F12]When granted, the RSU award provided for ratable vesting in annual installments of one-third beginning on January 31, 2024. Pursuant to the Merger Agreement, at the effective time of the Merger, the RSU award was cancelled and converted into the right to receive, with respect to each share of the Issuer's Common Stock underlying such RSU, (i) a cash payment equal to $40.00 (without interest and subject to any applicable tax withholding), and (ii) one CVR.
- [F13]When granted, the RSU award provided for the vesting of restricted stock units for shares of the Issuer's Common Stock contingent upon the achievement of certain performance-based vesting conditions. Pursuant to the Merger Agreement, at the effective time of the Merger, the performance-based RSU award was cancelled and converted into the right to receive, with respect to each share of the Issuer's Common Stock underlying such RSU, (i) a cash payment equal to $40.00 (without interest and subject to any applicable tax withholding), and (ii) one CVR.
- [F2]This stock option award, which provided for 25% of the award to vest on April 1, 2020 and ratable vesting in 36 additional monthly installments thereafter, became fully vested and was canceled upon effectiveness of the Merger, and was converted into the right to receive, with respect to each share of the Issuer's Common Stock underlying such option, (i) a cash payment representing the excess, if any, of the per share merger consideration ($40.00 per share) over the per share exercise price for such option, without interest, and (ii) one CVR, entitling the reporting person to additional cash payments upon the achievement of certain future business milestones pursuant to the Contingent Value Rights Agreement entered into concurrent with the completion of the Merger, in each case subject to applicable withholding taxes.
- [F3]This stock option award, which provided for 25% of the award to vest on March 6, 2021 and ratable vesting in 36 additional monthly installments thereafter, became fully vested and was canceled upon effectiveness of the Merger, and was converted into the right to receive, with respect to each share of the Issuer's Common Stock underlying such option, (i) a cash payment representing the excess, if any, of the per share merger consideration ($40.00 per share) over the per share exercise price for such option, without interest, and (ii) one CVR, entitling the reporting person to additional cash payments upon the achievement of certain future business milestones pursuant to the Contingent Value Rights Agreement entered into concurrent with the completion of the Merger, in each case subject to applicable withholding taxes.
- [F4]This stock option award, which provided for 25% of the award to vest on October 6, 2021 and ratable vesting in 36 additional monthly installments thereafter, became fully vested and was canceled upon effectiveness of the Merger, and was converted into the right to receive, with respect to each share of the Issuer's Common Stock underlying such option, (i) a cash payment representing the excess, if any, of the per share merger consideration ($40.00 per share) over the per share exercise price for such option, without interest, and (ii) one CVR, entitling the reporting person to additional cash payments upon the achievement of certain future business milestones pursuant to the Contingent Value Rights Agreement entered into concurrent with the completion of the Merger, in each case subject to applicable withholding taxes.
- [F5]This stock option award, which provided for 25% of the award to vest on February 10, 2022 and ratable vesting in 36 additional monthly installments thereafter, became fully vested and was canceled upon effectiveness of the Merger, and was converted into the right to receive, with respect to each share of the Issuer's Common Stock underlying such option, (i) a cash payment representing the excess, if any, of the per share merger consideration ($40.00 per share) over the per share exercise price for such option, without interest, and (ii) one CVR, entitling the reporting person to additional cash payments upon the achievement of certain future business milestones pursuant to the Contingent Value Rights Agreement entered into concurrent with the completion of the Merger, in each case subject to applicable withholding taxes.
- [F6]This stock option award, which provided for 25% of the award to vest on January 31, 2023 and ratable vesting in 36 additional monthly installments thereafter, became fully vested and was canceled upon effectiveness of the Merger, and was converted into the right to receive, with respect to each share of the Issuer's Common Stock underlying such option, (i) a cash payment representing the excess, if any, of the per share merger consideration ($40.00 per share) over the per share exercise price for such option, without interest, and (ii) one CVR, entitling the reporting person to additional cash payments upon the achievement of certain future business milestones pursuant to the Contingent Value Rights Agreement entered into concurrent with the completion of the Merger, in each case subject to applicable withholding taxes.
- [F7]This stock option award, which provided for 25% of the award to vest on January 31, 2024 and ratable vesting in 36 additional monthly installments thereafter, became fully vested and was canceled upon effectiveness of the Merger, and was converted into the right to receive, with respect to each share of the Issuer's Common Stock underlying such option, (i) a cash payment representing the excess, if any, of the per share merger consideration ($40.00 per share) over the per share exercise price for such option, without interest, and (ii) one CVR, entitling the reporting person to additional cash payments upon the achievement of certain future business milestones pursuant to the Contingent Value Rights Agreement entered into concurrent with the completion of the Merger, in each case subject to applicable withholding taxes.
- [F8]When granted, each restricted stock unit ("RSU") represented a contingent right to receive one share of the Issuer's Common Stock upon settlement.
- [F9]When granted, the RSU award provided for ratable vesting in annual installments of one-third beginning on October 6, 2021. Pursuant to the Merger Agreement, at the effective time of the Merger, the RSU award was cancelled and converted into the right to receive, with respect to each share of the Issuer's Common Stock underlying such RSU, (i) a cash payment equal to $40.00 (without interest and subject to any applicable tax withholding), and (ii) one CVR.
Documents
Issuer
CHINOOK THERAPEUTICS, INC.
CIK 0001435049
Entity typeother
Related Parties
1- filerCIK 0001202785
Filing Metadata
- Form type
- 4
- Filed
- Aug 10, 8:00 PM ET
- Accepted
- Aug 11, 4:07 PM ET
- Size
- 38.3 KB