4//SEC Filing
Cannon Kara 4
Accession 0001213900-25-078737
CIK 0000316253other
Filed
Aug 19, 8:00 PM ET
Accepted
Aug 20, 8:23 AM ET
Size
18.9 KB
Accession
0001213900-25-078737
Insider Transaction Report
Form 4
ENZO BIOCHEM INCENZB
Cannon Kara
DirectorChief Executive Officer
Transactions
- Disposition to Issuer
Common Stock
2025-08-20−359,737→ 0 total - Disposition to Issuer
Stock Option (to acquire shares of Common Stock)
2025-08-20−87,500→ 0 total→ Common Stock (87,500 underlying) - Disposition to Issuer
Common Stock
2025-08-20−45,065→ 0 total(indirect: By 401(k)) - Disposition to Issuer
Stock Option (to acquire shares of Common Stock)
2025-08-20−200,000→ 0 total→ Common Stock (200,000 underlying) - Disposition to Issuer
Stock Option (to acquire shares of Common Stock)
2025-08-20−87,500→ 0 total→ Common Stock (87,500 underlying) - Disposition to Issuer
Stock Option (to acquire shares of Common Stock)
2025-08-20−55,400→ 0 total→ Common Stock (55,400 underlying) - Disposition to Issuer
Stock Option (to acquire shares of Common Stock)
2025-08-20−200,000→ 0 total→ Common Stock (200,000 underlying)
Footnotes (4)
- [F1]The shares were disposed of pursuant to the Agreement and Plan of Merger, dated June 23, 2025 (the "Merger Agreement"), by and among the Issuer, Bethpage Parent, Inc. ("Parent"), and Bethpage Merger Sub, Inc., a wholly-owned subsidiary of Parent ("Merger Sub"). Pursuant to the terms of the Merger Agreement, Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a wholly-owned subsidiary of Parent. At the effective time of the Merger (the "Effective Time"), each share of the Issuer's common stock, par value $0.01 per share ("Common Stock"), was canceled and automatically converted into the right to receive $0.70 in cash, without interest and less any applicable withholding taxes (the "Merger Consideration").
- [F2]Pursuant to the Merger Agreement, at the Effective Time, each restricted stock unit ("RSU") that vested solely on the basis of time that was outstanding as of immediately prior to the Effective Time and was held by a member of the Issuer's Board of Directors was canceled and converted into the right to receive an amount in cash obtained by multiplying (A) the total number of shares of Common Stock underlying such RSU, by (B) the Merger Consideration, subject to any required withholding of taxes.
- [F3]Includes 100,000 RSUs.
- [F4]Pursuant to the Merger Agreement, at the Effective Time, each option that was outstanding as of immediately prior to the Effective Time was automatically, and without any required action on the part of the Reporting Person, canceled without any cash payment or other consideration being made in respect thereof.
Documents
Issuer
ENZO BIOCHEM INC
CIK 0000316253
Entity typeother
Related Parties
1- filerCIK 0001913009
Filing Metadata
- Form type
- 4
- Filed
- Aug 19, 8:00 PM ET
- Accepted
- Aug 20, 8:23 AM ET
- Size
- 18.9 KB