4//SEC Filing
Machado Patrick 4
Accession 0001311210-25-000004
CIK 0001501756other
Filed
Dec 9, 7:00 PM ET
Accepted
Dec 10, 1:22 PM ET
Size
33.3 KB
Accession
0001311210-25-000004
Insider Transaction Report
Form 4
Machado Clarence Patrick
Director
Transactions
- Disposition from Tender
Common Stock
2025-12-09−8,818→ 0 total - Disposition to Issuer
Stock Option (Right to Buy)
2025-12-09−1,000→ 0 totalExercise: $64.00→ Common Stock (1,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2025-12-09−6,476→ 0 totalExercise: $27.50→ Common Stock (6,476 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2025-12-09−3,360→ 0 totalExercise: $27.50→ Common Stock (3,360 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2025-12-09−3,500→ 0 totalExercise: $62.50→ Common Stock (3,500 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2025-12-09−4,500→ 0 totalExercise: $134.10→ Common Stock (4,500 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2025-12-09−1,500→ 0 totalExercise: $115.20→ Common Stock (1,500 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2025-12-09−3,000→ 0 totalExercise: $256.40→ Common Stock (3,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2025-12-09−5,250→ 0 totalExercise: $37.00→ Common Stock (5,250 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2025-12-09−13,820→ 0 totalExercise: $7.32→ Common Stock (13,820 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2025-12-09−13,590→ 0 totalExercise: $2.32→ Common Stock (13,590 underlying)
Footnotes (4)
- [F1]In connection with the terms of an Agreement and Plan of Merger, dated as of October 24, 2025 (the "Merger Agreement"), by and among the Issuer, Eli Lilly and Company ("Parent") and Parent's direct wholly owned subsidiary, Flying Tigers Acquisition Corporation ("Purchaser"), Purchaser completed a tender offer for shares of the Issuer's Common Stock. In exchange for each share, tendering stockholders received: (i) $3.56 per share in cash, without interest and less any applicable tax withholding (the "Cash Consideration"); plus (ii) one non-tradable contingent value right (each, a "CVR"), which represents the contractual right to receive up to two contingent cash payments of up to an aggregate of $8.91 per CVR, net to the stockholder in cash,
- [F2](continued from footnote 1) without interest and less any applicable tax withholding, upon the achievement of both specified milestones in accordance with the terms and subject to the conditions of a contingent value rights agreement (the "CVR Agreement") with Computershare Inc. and its affiliate, Computershare Trust Company, N.A, as the rights agent. After completion of the tender offer, pursuant to the terms of the Merger Agreement, Purchaser merged with and into the Issuer (the "Merger"), effective as of December 9, 2025, with the Issuer continuing as the surviving entity and a wholly owned subsidiary of Parent (the "Effective Time").
- [F3]Pursuant to the terms of the Merger Agreement, each Company Stock Option that has an exercise price equal to or greater than the Cash Consideration that was outstanding immediately prior to the Effective Time (each such Company Stock Option, an "Out-of-the-Money Option"), to the extent not vested, was fully vested as of prior to the Effective Time. Any Out-of-the-Money Options that remained outstanding and unexercised as of the Effective Time was cancelled for no consideration at the Effective Time.
- [F4]Pursuant to the terms of the Merger Agreement, at the Effective Time, each outstanding stock option granted under a Company Equity Plan having an exercise price less than the Cash Consideration (each such option, a "Cash-Out Stock Option") that was outstanding immediately prior to the Effective Time, whether or not vested, was automatically cancelled, and in exchange for such cancellation, the holder of such Cash-Out Stock Option received (i) an amount in cash, without interest and less any applicable tax withholdings, equal to the product of (a) the excess, if any, of the Cash Consideration over the applicable exercise price per share underlying such Cash-Out Stock Option multiplied by (b) the total number of shares subject to such Cash-Out Stock Option and (ii) one CVR for each share subject to such Cash-Out Stock Option (without regard to vesting).
Documents
Issuer
Adverum Biotechnologies, Inc.
CIK 0001501756
Entity typeother
Related Parties
1- filerCIK 0001311210
Filing Metadata
- Form type
- 4
- Filed
- Dec 9, 7:00 PM ET
- Accepted
- Dec 10, 1:22 PM ET
- Size
- 33.3 KB