Atlas Venture Fund X, L.P. 4
4 · Generation Bio Co. · Filed Feb 9, 2026
Research Summary
AI-generated summary of this filing
Generation Bio (GBIO) Atlas Venture Fund X Sells 827,946 Shares
What Happened
- Atlas Venture Fund X, L.P. (a >10% institutional holder) disposed of a total of 827,946 shares of Generation Bio common stock in connection with the company’s change of control/merger effective Feb 9, 2026. The disposition was part of the tender/merger consideration: $4.2913 cash per share (less any required tax withholding) plus one non-tradeable contingent value right (CVR) per share that entitles holders to potential additional cash payments (estimated maximum contingent amount $25.01 per CVR).
Key Details
- Transaction date: February 9, 2026 (effective time of the merger).
- Shares disposed: 711,193 + 116,693 + 60 = 827,946 shares (reported as dispositions in change of control, code “U”).
- Price reported on Form 4: N/A for each line (dispositions via merger); footnote discloses $4.2913 cash per share plus one CVR (CVR carries up to $25.01 contingent consideration).
- Shares remaining after transaction: The filing reports these shares as disposed in the merger (no continuing holdings reported for these disposed shares).
- Filing timeliness: Report filed 2026-02-09 for transactions on 2026-02-09 (timely).
- Ownership notes: Atlas Venture Fund X is the direct holder; related entities (general partners) disclaim beneficial ownership except for any pecuniary interest (see footnotes).
Context
- This was not an open-market sale by an executive but an institutional tender/merger disposition as part of XOMA Royalty’s acquisition of Generation Bio — the shares were exchanged for merger consideration (cash + CVR), not sold on the public market. The CVR is non-tradeable and its extra payment is contingent on future events, so total per-share consideration could be up to $4.2913 + $25.01 = $29.3013 only if contingent conditions are met.
Insider Transaction Report
Form 4Exit
Atlas Venture Fund X, L.P.
10% Owner
Transactions
- Disposition from Tender
Common Stock
[F1][F2][F3]2026-02-09−711,193→ 0 total - Disposition from Tender
Common Stock
[F1][F2][F4]2026-02-09−116,693→ 0 total(indirect: See footnote) - Disposition from Tender
Common Stock
[F1][F2][F5]2026-02-09−60→ 0 total(indirect: See footnote)
Footnotes (5)
- [F1]Pursuant to the terms of that certain Agreement and Plan of Merger (the "Merger Agreement"), by and among Generation Bio. Co. (the "Issuer"), XOMA Royalty Corporation ("Parent") and Parent's wholly-owned subsidiary, XRA 7 Corp. ("Merger Sub"), dated as of December 15, 2025, the shares (the "Shares") of common stock, par value $0.0001 per share, of the Issuer (the "Common Stock") that were tendered to Merger Sub prior to the expiration time of the offer were exchanged for (i) a purchase price of $4.2913 per Share to the stockholders in cash, without interest and less any applicable tax withholding (the "Cash Amount"), plus (ii) one non-tradeable contingent value right per Share (the "CVR"),
- [F2](continued from footnote 1) which represents the right to receive certain contingent payments in cash in accordance with the terms and subject to the conditions of a contingent value rights agreement entered into by Parent and the rights agent, with an estimated maximum contingent consideration amount of $25.01 per CVR (the Cash Amount plus one CVR, collectively, the "Offer Price"). After completion of the tender offer, pursuant to the terms of the Merger Agreement, Merger Sub merged with and into the Issuer, effective as of February 9, 2026 (the "Effective Time"), with the Issuer continuing as the surviving corporation and a wholly owned subsidiary of Parent.
- [F3]The shares are held directly by Atlas Venture Fund X, L.P. ("Atlas Venture Fund X"). The general partner of Atlas Venture Fund X is Atlas Venture Associates X, L.P. ("AVA X LP"). Atlas Venture Associates X, LLC ("AVA X LLC") is the general partner of AVA X LP. Each of AVA X LP and AVA X LLC disclaims Section 16 beneficial ownership of the securities held by Atlas Venture Fund X, except to the extent of its pecuniary interest therein, if any.
- [F4]The shares are held directly by Atlas Venture Opportunity Fund I, L.P. ("Atlas Venture Opportunity Fund I"). The general partner of Atlas Venture Opportunity Fund I is Atlas Venture Associates Opportunity I, LP ("AVAO I LP"). Atlas Venture Associates Opportunity I, LLC ("AVAO I LLC") is the general partner of AVAO I LP. Each of AVAO I LP and AVAO I LLC disclaims Section 16 beneficial ownership of the securities held by Atlas Venture Opportunity Fund I, except to the extent of its pecuniary interest therein, if any.
- [F5]The shares are held directly by AVAO I LP. AVAO I LLC is the general partner of AVAO I LP. AVAO I LLC disclaims Section 16 beneficial ownership of the securities held by AVAO I LP except to the extent of its pecuniary interest therein, if any.