4//SEC Filing
Topper James N 4
Accession 0001790879-25-000007
CIK 0001888012other
Filed
Sep 16, 8:00 PM ET
Accepted
Sep 17, 5:20 PM ET
Size
15.2 KB
Accession
0001790879-25-000007
Insider Transaction Report
Form 4
HilleVax, Inc.HLVX
Frazier Life Sciences X, L.P.
10% Owner
Transactions
- Disposition from Tender
Common Stock
2025-09-17$1.95/sh−17,199$33,538→ 0 total(indirect: By Patrick J. Heron) - Disposition from Tender
Common Stock
2025-09-17$1.95/sh−8,535,337$16,643,907→ 0 total(indirect: By Frazier Life Sciences X, L.P.)
FHMLS X, L.P.
10% Owner
Transactions
- Disposition from Tender
Common Stock
2025-09-17$1.95/sh−17,199$33,538→ 0 total(indirect: By Patrick J. Heron) - Disposition from Tender
Common Stock
2025-09-17$1.95/sh−8,535,337$16,643,907→ 0 total(indirect: By Frazier Life Sciences X, L.P.)
Topper James N
10% Owner
Transactions
- Disposition from Tender
Common Stock
2025-09-17$1.95/sh−8,535,337$16,643,907→ 0 total(indirect: By Frazier Life Sciences X, L.P.) - Disposition from Tender
Common Stock
2025-09-17$1.95/sh−17,199$33,538→ 0 total(indirect: By Patrick J. Heron)
FHMLS X, L.L.C.
10% Owner
Transactions
- Disposition from Tender
Common Stock
2025-09-17$1.95/sh−17,199$33,538→ 0 total(indirect: By Patrick J. Heron) - Disposition from Tender
Common Stock
2025-09-17$1.95/sh−8,535,337$16,643,907→ 0 total(indirect: By Frazier Life Sciences X, L.P.)
Heron Patrick J
Director
Transactions
- Disposition from Tender
Common Stock
2025-09-17$1.95/sh−8,535,337$16,643,907→ 0 total(indirect: By Frazier Life Sciences X, L.P.) - Disposition from Tender
Common Stock
2025-09-17$1.95/sh−17,199$33,538→ 0 total(indirect: By Patrick J. Heron)
Footnotes (3)
- [F1]Reflects disposition of the Issuer's equity securities upon the consummation of the transactions contemplated by the Agreement and Plan of Merger (the "Merger Agreement"), dated as of August 4, 2025, by and among Issuer, XOMA Royalty Corporation ("Parent") and XRA 4 Corp., a wholly owned subsidiary of Parent ("Merger Sub"), including the consummation of the merger (the "Merger") between Issuer and Merger Sub on September 17, 2025. Pursuant to the Merger Agreement, as of the effective time of the Merger (the "Effective Time"), each share of the Issuer's Common Stock, par value $0.0001 per share ("Shares"), issued and outstanding immediately prior to the Effective Time was converted automatically into the right to receive (i) $1.95 in cash, without interest plus (ii) one non-transferable contractual contingent value right per Share.
- [F2]The shares are held directly by Frazier Life Sciences X, L.P. FHMLS X,, L.P. is the general partner of Frazier Life Sciences X, L.P. and FHMLS X, L.L.C. is the general partner of FHMLS X, L.P. James N. Topper and Patrick J. Heron are the sole managing members of FHMLS X, L.L.C. and share voting and investment power over the shares held by Frazier Life Sciences X, L.P. Dr. Topper and Mr. Heron disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein.
- [F3]Pursuant to the terms of the Merger Agreement, immediately prior to the Effective Time, each outstanding restricted stock unit ("RSU") immediately vested in full and was canceled in exchange for the right receive (a) an amount in cash, without interest, equal to the product obtained by multiplying (x) the $1.95 by (y) the number of shares underlying such RSU at the Effective Time and (b) one CVR for each share underlying such RSU.
Documents
Issuer
HilleVax, Inc.
CIK 0001888012
Entity typeother
Related Parties
1- filerCIK 0001341382
Filing Metadata
- Form type
- 4
- Filed
- Sep 16, 8:00 PM ET
- Accepted
- Sep 17, 5:20 PM ET
- Size
- 15.2 KB