4//SEC Filing
Osorio Benedict 4
Accession 0001493152-23-013905
CIK 0001695357other
Filed
Apr 26, 8:00 PM ET
Accepted
Apr 27, 6:00 PM ET
Size
13.8 KB
Accession
0001493152-23-013905
Insider Transaction Report
Form 4
Osorio Benedict
Chief Quality Officer
Transactions
- Disposition to Issuer
Option to Purchase Common Stock
2023-04-27−187,000→ 0 totalExercise: $8.93→ Common Stock (187,000 underlying) - Disposition to Issuer
Option to Purchase Common Stock
2023-04-27−70,000→ 0 totalExercise: $6.80→ Common Stock (70,000 underlying) - Disposition to Issuer
Option to Purchase Common Stock
2023-04-27−100,000→ 0 totalExercise: $12.89→ Common Stock (100,000 underlying) - Disposition to Issuer
Option to Purchase Common Stock
2023-04-27−80,000→ 0 totalExercise: $4.39→ Common Stock (80,000 underlying)
Footnotes (2)
- [F1]This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of March 12, 2023, by and among the Issuer, Sanofi S.A. ("Parent"), and Zest Acquisition Sub, Inc., an indirect wholly owned subsidiary of Parent ("Purchaser"), pursuant to which Purchaser completed a tender offer for shares of common stock of the Issuer ("Company Common Stock") and thereafter merged with and into the Issuer (the "Merger") effective as of April 27, 2023 (the "Effective Time"). Pursuant to the actions of the board of directors of the Issuer and in accordance with the terms of the Merger Agreement, at the Effective Time, each option to purchase shares of Company Common Stock granted under an Issuer equity plan (each, a "Company Stock Option") that was outstanding and unvested immediately prior to the Effective Time vested in full.
- [F2]As of the Effective Time, each Company Stock Option that was outstanding and vested immediately prior to the Effective Time was cancelled, and, in exchange therefor, the holder of such cancelled Company Stock Option became entitled to receive in consideration of the cancellation of such Company Stock Option, an amount in cash (without interest and less applicable tax withholdings) equal to the product of (x) the total number of shares of Company Common Stock subject to such Company Stock Option immediately prior to the Effective Time multiplied by (y) the excess, if any, of $25.00 over the applicable exercise price per share of Company Common Stock under such Company Stock Option.
Documents
Issuer
Provention Bio, Inc.
CIK 0001695357
Entity typeother
Related Parties
1- filerCIK 0001732730
Filing Metadata
- Form type
- 4
- Filed
- Apr 26, 8:00 PM ET
- Accepted
- Apr 27, 6:00 PM ET
- Size
- 13.8 KB