4//SEC Filing
Greenman William Mariner 4
Accession 0001209191-23-045420
CIK 0001435049other
Filed
Aug 10, 8:00 PM ET
Accepted
Aug 11, 4:08 PM ET
Size
35.6 KB
Accession
0001209191-23-045420
Insider Transaction Report
Form 4
Greenman William Mariner
Director
Transactions
- Disposition to Issuer
Common Stock
2023-08-11−23,643→ 0 total - Disposition to Issuer
Stock Option (Right to Buy)
2023-08-11$35.00/sh−3,600$126,000→ 0 totalExercise: $5.00Exp: 2024-09-14→ Common Stock (3,600 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2023-08-11−8,000→ 0 totalExercise: $85.00Exp: 2025-04-13→ Common Stock (8,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2023-08-11−2,600→ 0 totalExercise: $62.10Exp: 2026-06-08→ Common Stock (2,600 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2023-08-11−2,600→ 0 totalExercise: $52.75Exp: 2027-06-07→ Common Stock (2,600 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2023-08-11$7.00/sh−4,000$28,000→ 0 totalExercise: $33.00Exp: 2028-06-05→ Common Stock (4,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2023-08-11$23.55/sh−6,000$141,300→ 0 totalExercise: $16.45Exp: 2029-05-13→ Common Stock (6,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2023-08-11$25.00/sh−6,000$150,000→ 0 totalExercise: $15.00Exp: 2030-05-04→ Common Stock (6,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2023-08-11$25.23/sh−23,522$593,460→ 0 totalExercise: $14.77Exp: 2030-10-05→ Common Stock (23,522 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2023-08-11$23.19/sh−5,948$137,934→ 0 totalExercise: $16.81Exp: 2031-06-03→ Common Stock (5,948 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2023-08-11$26.12/sh−13,300$347,396→ 0 totalExercise: $13.88Exp: 2032-05-25→ Common Stock (13,300 underlying)
Footnotes (10)
- [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]This stock option award, which vested in full upon the earlier of the one year anniversary of the grant date or the date of the Issuer's next annual stockholders' meeting, 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.
- [F2]This stock option award, which provided for ratable vesting in 12 monthly installments and vested in full on the one year anniversary of September 15, 2014, 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 ratable vesting in 12 monthly installments and vested in full on the one year anniversary of March 30, 2015, 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 ratable vesting in 4 quarterly installments band vested in full on the one year anniversary of June 9, 2016, 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 ratable vesting in 4 quarterly installments and vested in full on the one year anniversary of June 8, 2017, was canceled for no consideration 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 ratable vesting in 4 quarterly installments and vested in full on the one year anniversary of June 6, 2018, 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 ratable vesting in 4 quarterly installments and vested in full on the one year anniversary of May 14, 2019, 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]This stock option award, which provided for ratable vesting in 4 quarterly installments and vested in full on the one year anniversary of May 5, 2020, 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.
- [F9]This stock option award, which provided for ratable vesting in 36 monthly installments beginning on November 6, 2020, 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.
Documents
Issuer
CHINOOK THERAPEUTICS, INC.
CIK 0001435049
Entity typeother
Related Parties
1- filerCIK 0001377258
Filing Metadata
- Form type
- 4
- Filed
- Aug 10, 8:00 PM ET
- Accepted
- Aug 11, 4:08 PM ET
- Size
- 35.6 KB