4//SEC Filing
Leon Francisco 4
Accession 0001493152-23-013907
CIK 0001695357other
Filed
Apr 26, 8:00 PM ET
Accepted
Apr 27, 6:01 PM ET
Size
23.6 KB
Accession
0001493152-23-013907
Insider Transaction Report
Form 4
Leon Francisco
DirectorChief Scientific Officer10% Owner
Transactions
- Disposition to Issuer
Option to Purchase Common Stock
2023-04-27−145,000→ 0 totalExercise: $4.39→ Common Stock (145,000 underlying) - Disposition to Issuer
Option to Purchase Common Stock
2023-04-27−242,103→ 0 totalExercise: $2.50→ Common Stock (242,103 underlying) - Disposition from Tender
Common Stock
2023-04-27−1,000,000→ 0 total(indirect: By Trust) - Disposition to Issuer
Option to Purchase Common Stock
2023-04-27−400,000→ 0 totalExercise: $12.54→ Common Stock (400,000 underlying) - Disposition to Issuer
Option to Purchase Common Stock
2023-04-27−139,500→ 0 totalExercise: $6.80→ Common Stock (139,500 underlying) - Disposition to Issuer
Option to Purchase Common Stock
2023-04-27−137,750→ 0 totalExercise: $12.62→ Common Stock (137,750 underlying) - Disposition from Tender
Common Stock
2023-04-27−73,000→ 0 total - Disposition from Tender
Common Stock
2023-04-27−1,500,000→ 0 total(indirect: By LLC) - Disposition to Issuer
Option to Purchase Common Stock
2023-04-27−210,000→ 0 totalExercise: $8.93→ Common Stock (210,000 underlying)
Footnotes (4)
- [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"). At the Effective Time, each issued and outstanding share of Company Common Stock was cancelled and converted into the right to receive $25.00 in cash (the "Offer Price") without interest and subject to applicable withholding of taxes.
- [F2]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.
- [F3]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 the Offer Price over the applicable exercise price per share of Company Common Stock under such Company Stock Option.
- [F4]The Reporting Person gifted the shares to a trust for the benefit of members of the Reporting Person's family on December 23, 2021.
Documents
Issuer
Provention Bio, Inc.
CIK 0001695357
Entity typeother
Related Parties
1- filerCIK 0001728920
Filing Metadata
- Form type
- 4
- Filed
- Apr 26, 8:00 PM ET
- Accepted
- Apr 27, 6:01 PM ET
- Size
- 23.6 KB