4//SEC Filing
Oxtoby Andrew 4
Accession 0001209191-23-045429
CIK 0001435049other
Filed
Aug 10, 8:00 PM ET
Accepted
Aug 11, 4:11 PM ET
Size
10.1 KB
Accession
0001209191-23-045429
Insider Transaction Report
Form 4
Oxtoby Andrew
Chief Commercial Officer
Transactions
- Disposition to Issuer
Stock Option (Right to Buy)
2023-08-11$18.18/sh−160,000$2,908,800→ 0 totalExercise: $21.82Exp: 2033-02-27→ Common Stock (160,000 underlying) - Disposition to Issuer
Restricted Stock Units
2023-08-11−40,000→ 0 total→ Common Stock (40,000 underlying)
Footnotes (3)
- [F1]This stock option award, which provided for 25% of the award to vest on February 28, 2024 and ratable vesting in 36 additional monthly installments thereafter, became fully vested and was canceled upon effectiveness of the Merger (defined in the Remarks below), 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 contingent value right ("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]When granted, each restricted stock unit ("RSU") represented a contingent right to receive one share of the Issuer's Common Stock upon settlement.
- [F3]When granted, the RSU award provided for ratable vesting in annual installments of one-third beginning on February 28, 2024. Pursuant to the Merger Agreement (defined in the Remarks below), 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 0001765473
Filing Metadata
- Form type
- 4
- Filed
- Aug 10, 8:00 PM ET
- Accepted
- Aug 11, 4:11 PM ET
- Size
- 10.1 KB