4//SEC Filing
Krishnan Mahesh 4
Accession 0001209191-23-045428
CIK 0001435049other
Filed
Aug 10, 8:00 PM ET
Accepted
Aug 11, 4:10 PM ET
Size
12.2 KB
Accession
0001209191-23-045428
Insider Transaction Report
Form 4
Krishnan Mahesh
Director
Transactions
- Disposition to Issuer
Common Stock
2023-08-11−1,275→ 0 total - Disposition to Issuer
Restricted Stock Units
2023-08-11−4,401→ 0 total→ Common Stock (4,401 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2023-08-11$23.26/sh−26,600$618,716→ 0 totalExercise: $16.74Exp: 2032-04-01→ Common Stock (26,600 underlying)
Footnotes (4)
- [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.
- [F2]This stock option award, which provided for ratable vesting in 36 monthly installments beginning on May 2, 2022, 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]When granted, each restricted stock unit ("RSU") represented a contingent right to receive one share of the Issuer's Common Stock upon settlement.
- [F4]When granted, the RSU award provided for ratable vesting in annual installments of one-third beginning on April 2, 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.
Documents
Issuer
CHINOOK THERAPEUTICS, INC.
CIK 0001435049
Entity typeother
Related Parties
1- filerCIK 0001866746
Filing Metadata
- Form type
- 4
- Filed
- Aug 10, 8:00 PM ET
- Accepted
- Aug 11, 4:10 PM ET
- Size
- 12.2 KB