4//SEC Filing
O'Dowd Hugh 4
Accession 0001694187-20-000062
CIK 0001694187other
Filed
May 5, 8:00 PM ET
Accepted
May 6, 9:05 PM ET
Size
13.0 KB
Accession
0001694187-20-000062
Insider Transaction Report
Form 4
O'Dowd Hugh
DirectorPresident & CEO
Transactions
- Disposition to Issuer
Common Stock
2020-05-06−776,085→ 0 total - Disposition to Issuer
Stock Option (Right to Buy)
2020-05-06−200,000→ 0 totalExercise: $6.13→ Common Stock (200,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2020-05-06−354,632→ 0 totalExercise: $2.65→ Common Stock (354,632 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2020-05-06−208,062→ 0 totalExercise: $10.20→ Common Stock (208,062 underlying)
Footnotes (3)
- [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 January 15, 2020, by and among the Issuer, BioNTech SE ("BioNTech"), and Endor Lights, Inc. a direct wholly owned subsidiary of BioNTech ("Merger Sub"), pursuant to which Merger Sub merged with and into the Issuer (the "Merger") effective as of May 6, 2020 (the "Effective Time"). Immediately prior to the Effective Time, each issued and outstanding share of common stock of the Issuer (each, a "Share") was cancelled and converted into the right to receive 0.063 (the "Exchange Ratio") of American Depositary Shares of BioNTech ("BioNTech ADS") plus the right, if any, to receive cash in lieu of fractional shares of BioNTech ADSs into which such Shares would have been converted. This number includes 306,667 restricted stock units (each, an "RSU") held by the Reporting Person.
- [F2]Pursuant to the Merger Agreement, at the Effective Time, these options were cancelled for no consideration because these options had an exercise price per Share that was equal to or greater than the product of the volume weighted average price of one BioNTech ADS for the ten trading days immediately prior to the second business day prior to the day of the closing of the Merger, starting with the opening of trading on the first trading day to the closing of the second to last trading day prior to the day of the closing of the Merger, as reported by Bloomberg, multiplied by the Exchange Ratio (the "Cash Merger Consideration").
- [F3]Pursuant to the Merger Agreement, at the Effective Time, each option which was outstanding immediately prior to the Effective Time (whether or not then vested or exercisable) was cancelled and converted automatically into the right to receive, as soon as reasonably practicable after the Effective Time (but no later than ten business days thereafter), a cash payment in an amount equal to the product of (i) the total number of Shares subject to such option immediately prior to such cancellation and (ii) the excess, if any, of the Cash Merger Consideration over the exercise price per Share subject to such option immediately prior to such cancellation.
Documents
Issuer
Neon Therapeutics, Inc.
CIK 0001694187
Entity typeother
Related Parties
1- filerCIK 0001741171
Filing Metadata
- Form type
- 4
- Filed
- May 5, 8:00 PM ET
- Accepted
- May 6, 9:05 PM ET
- Size
- 13.0 KB