4//SEC Filing
Pfeffer Cary 4
Accession 0001694187-20-000069
CIK 0001694187other
Filed
May 5, 8:00 PM ET
Accepted
May 6, 9:08 PM ET
Size
11.0 KB
Accession
0001694187-20-000069
Insider Transaction Report
Form 4
Pfeffer Cary
Director
Transactions
- Disposition to Issuer
Stock Option (Right to Buy)
2020-05-06−14,000→ 0 totalExercise: $16.00→ Common Stock (14,000 underlying) - Disposition to Issuer
Common Stock
2020-05-06−0→ 0 total(indirect: See Footnote) - Disposition to Issuer
Stock Option (Right to Buy)
2020-05-06−18,500→ 0 totalExercise: $4.64→ Common Stock (18,500 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.
- [F2]These Shares were directly held by TRV III. The general partner of TRV III is Third Rock Ventures GP III, L.P. ("TRV GP III"). The general partner of TRV GP III is TRV GP III, LLC ("TRV GP III LLC"). The individual managers of TRV GP III LLC are Mark Levin ("Levin"), Kevin Starr ("Starr") and Dr. Robert Tepper ("Tepper"). Each of TRV GP III, TRV GP III LLC, Levin, Starr and Tepper disclaims beneficial ownership of the Shares except to the extent of its or his pecuniary interest therein, if any, and this report shall not be deemed an admission that it or he is the beneficial owner of such Shares.
- [F3]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").
Documents
Issuer
Neon Therapeutics, Inc.
CIK 0001694187
Entity typeother
Related Parties
1- filerCIK 0001591092
Filing Metadata
- Form type
- 4
- Filed
- May 5, 8:00 PM ET
- Accepted
- May 6, 9:08 PM ET
- Size
- 11.0 KB