Michael Powell - May 31, 2022 Form 4 Insider Report for Checkmate Pharmaceuticals, Inc. (CMPI)

Role: Director
Signature: /s/ Kleem Chaudhary, attorney-in-fact
Stock symbol: CMPI
Transactions as of: May 31, 2022
Transactions value $: $0
Form type: 4
Date filed: 5/31/2022, 10:14 AM
Previous filing: Aug 10, 2021
Next filing: Jun 16, 2022

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Shares	Change %	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	CMPI	Stock Option (Right to Buy)	Disposed to Issuer	-30K	-100%	May 31, 2022	Common Stock	30K	$5.19	Direct	F1
transaction	CMPI	Stock Option (Right to Buy)	Disposed to Issuer	-10K	-100%	May 31, 2022	Common Stock	10K	$6.27	Direct	F1
transaction	CMPI	Stock Option (Right to Buy)	Disposed to Issuer	-30K	-100%	May 31, 2022	Common Stock	30K	$10.95	Direct	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Michael Powell is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	At the effective time of the merger contemplated by the Agreement and Plan of Merger dated April 18, 2022, among Checkmate Pharmaceuticals, Inc. (the "Issuer"), Regeneron Pharmaceuticals, and Scandinavian Acquisition Sub, Inc. (the "Merger"), each option granted by the Issuer to purchase Issuer Common Stock, whether or not vested, which has a per share exercise price that is less than $10.50 (each, an "In the Money Issuer Option") that was outstanding and unexercised as of immediately prior to the effective time of the Merger was cancelled and automatically converted into the right to receive an amount in cash equal to the product of (1) the total number of Issuer Common Stock subject to such In the Money Issuer Option and (2) the excess of $10.50 over the exercise price of such In the Money Issuer Option, subject to any required withholding of taxes.
F2	At the effective time of the Merger, each option granted by the Issuer to purchase Issuer Common Stock which has a per share exercise price greater than or equal to $10.50 that was outstanding and unexercised as of immediately prior to the effective time of the Merger was cancelled with no consideration payable.

Content

At the effective time of the merger contemplated by the Agreement and Plan of Merger dated April 18, 2022, among Checkmate Pharmaceuticals, Inc. (the "Issuer"), Regeneron Pharmaceuticals, and Scandinavian Acquisition Sub, Inc. (the "Merger"), each option granted by the Issuer to purchase Issuer Common Stock, whether or not vested, which has a per share exercise price that is less than $10.50 (each, an "In the Money Issuer Option") that was outstanding and unexercised as of immediately prior to the effective time of the Merger was cancelled and automatically converted into the right to receive an amount in cash equal to the product of (1) the total number of Issuer Common Stock subject to such In the Money Issuer Option and (2) the excess of $10.50 over the exercise price of such In the Money Issuer Option, subject to any required withholding of taxes.

At the effective time of the Merger, each option granted by the Issuer to purchase Issuer Common Stock which has a per share exercise price greater than or equal to $10.50 that was outstanding and unexercised as of immediately prior to the effective time of the Merger was cancelled with no consideration payable.