4//SEC Filing
Gad Thomas 4
Accession 0001753224-25-000004
CIK 0001722964other
Filed
Sep 17, 8:00 PM ET
Accepted
Sep 18, 9:12 PM ET
Size
44.3 KB
Accession
0001753224-25-000004
Insider Transaction Report
Form 4
Gad Thomas
DirectorCHIEF BUSINESS OFFICER
Transactions
- Disposition to Issuer
Employee Stock Option (right to buy)
2025-09-16−143,169→ 0 totalExercise: $4.38Exp: 2026-10-21→ Common Stock (143,169 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
2025-09-16−16,000→ 0 totalExercise: $8.50Exp: 2026-12-14→ Common Stock (16,000 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
2025-09-16−110,000→ 0 totalExercise: $15.73Exp: 2031-12-14→ Common Stock (110,000 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
2025-09-16−75,000→ 0 totalExercise: $5.75Exp: 2033-11-06→ Common Stock (75,000 underlying) - Disposition to Issuer
Restricted Stock Units
2025-09-16−16,000→ 0 total→ Common Stock (16,000 underlying) - Disposition from Tender
Common Stock
2025-09-16$8.60/sh−67,681$582,057→ 0 total(indirect: By LLC) - Disposition to Issuer
Employee Stock Option (right to buy)
2025-09-16−100,000→ 0 totalExercise: $11.16Exp: 2028-04-24→ Common Stock (100,000 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
2025-09-16−130,000→ 0 totalExercise: $30.34Exp: 2030-01-07→ Common Stock (130,000 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
2025-09-16−242,200→ 0 totalExercise: $4.70Exp: 2033-01-17→ Common Stock (242,200 underlying) - Disposition from Tender
Common Stock
2025-09-16$8.60/sh−60,000$516,000→ 0 total(indirect: By Children) - Disposition to Issuer
Employee Stock Option (right to buy)
2025-09-16−107,500→ 0 totalExercise: $21.97Exp: 2028-12-11→ Common Stock (107,500 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
2025-09-16−91,450→ 0 totalExercise: $53.88Exp: 2030-12-15→ Common Stock (91,450 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
2025-09-16−132,500→ 0 totalExercise: $9.83Exp: 2034-01-18→ Common Stock (132,500 underlying) - Disposition to Issuer
Restricted Stock Units
2025-09-16−16,000→ 0 total→ Common Stock (16,000 underlying) - Disposition from Tender
Common Stock
2025-09-16$8.60/sh−245,486$2,111,180→ 0 total - Disposition to Issuer
Common Stock
2025-09-16−60,235→ 0 total - Disposition to Issuer
Employee Stock Option (right to buy)
2025-09-16−60,000→ 0 totalExercise: $9.52Exp: 2032-05-18→ Common Stock (60,000 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
2025-09-16−64,000→ 0 totalExercise: $6.16Exp: 2035-01-17→ Common Stock (64,000 underlying)
Footnotes (9)
- [F1]Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of August 4, 2025, by and among Y-mAbs Therapeutics, Inc. (the "Issuer"), Yosemite Merger Sub, Inc. ("Purchaser"), Perseus BidCo US, Inc., a Delaware corporation ("Parent"), and Stark International Lux, a Luxembourg private limited liability company ("Ultimate Parent"), on September 16, 2025, Purchaser completed a tender offer for shares of common stock of the Issuer (each, a "Share") and thereafter merged with and into the Issuer, with the Issuer continuing as the surviving corporation and an indirect wholly owned subsidiary of Parent (the "Merger").
- [F2]Pursuant to the terms of the Merger Agreement, the Shares were tendered at the Offer Acceptance Time (as defined in the Merger Agreement) in exchange for the right to receive $8.60 per Share, in cash, without interest, subject to any applicable withholding of taxes (the "Merger Consideration"). At the effective time of the Merger (being such date and at such time as the certificate of merger in respect of the Merger was duly filed with the Secretary of State of the State of Delaware in accordance with the DGCL) (the "Effective Time"), each issued and outstanding Share was cancelled in exchange for the Merger Consideration.
- [F3]Represents restricted stock units ("RSUs") granted to the Reporting Person pursuant to the Issuer's 2018 Equity Incentive Plan. Each RSU represents a contingent right to receive one share of Common Stock on the vesting dates of the RSU.
- [F4]At the Effective Time, pursuant to the Merger Agreement, each RSU award outstanding as of immediately prior to the Effective Time, whether vested or unvested, was cancelled and converted into the right to receive an amount in cash, without interest, equal to the product of (a) the total number of Shares issuable in settlement of such RSU award immediately prior to the Effective Time, multiplied by (b) the Merger Consideration.
- [F5]Reporting Person is sole member of GAD Enterprises, LLC and the sole member and manager of GAD Management, LLC, the manager of GAD Enterprises, LLC, and as such Reporting Person has sole voting and dispositive power with respect to such shares.
- [F6]Represents shares owned by Reporting Person's children who are deemed to share Reporting Person's household.
- [F7]At the Effective Time, pursuant to the Merger Agreement, each stock option ("Option") outstanding as of immediately prior to the Effective Time, whether vested or unvested, was cancelled and converted into the right to receive cash, without interest, equal to the product of (a) the total number of Shares subject to such Option immediately prior to the Effective Time, multiplied by (b) the excess of the Merger Consideration over the exercise price payable per Share under such Option. Any Options with an exercise price equal to or in excess of the Merger Consideration were cancelled for no consideration.
- [F8]Performance-Based RSUs ("PRSUs") granted to the Reporting Person pursuant to the 2018 Equity Incentive Plan of Y-mAbs Therapeutics, Inc. Each PRSU represents a contingent right to receive one share of Common Stock on the vesting dates of the PRSU.
- [F9]At the Effective Time, pursuant to the Merger Agreement, each PRSU award outstanding as of immediately prior to the Effective Time, whether vested or unvested, was cancelled and converted into the right to receive an amount in cash, without interest, equal to the product of (a) the maximum number of Shares issuable in settlement of such PRSU award immediately prior to the Effective Time, multiplied by (b) the Merger Consideration.
Documents
Issuer
Y-mAbs Therapeutics, Inc.
CIK 0001722964
Entity typeother
Related Parties
1- filerCIK 0001753224
Filing Metadata
- Form type
- 4
- Filed
- Sep 17, 8:00 PM ET
- Accepted
- Sep 18, 9:12 PM ET
- Size
- 44.3 KB