| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | OYST | Common Stock | Disposition pursuant to a tender of shares in a change of control transaction | -2.24M | -100% | 0 | Jan 3, 2023 | Direct | F1, F2, F3 | ||
| transaction | OYST | Common Stock | Disposition pursuant to a tender of shares in a change of control transaction | -415K | -100% | 0 | Jan 3, 2023 | See Footnotes | F1, F2, F4 | ||
| transaction | OYST | Common Stock | Disposition pursuant to a tender of shares in a change of control transaction | -2.47K | -100% | 0 | Jan 3, 2023 | See Footnotes | F1, F2, F5 | ||
| transaction | OYST | Common Stock | Disposition pursuant to a tender of shares in a change of control transaction | -1M | -100% | 0 | Jan 3, 2023 | See Footnotes | F1, F2, F6 |
Versant Venture Capital VI, L.P. is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| Id | Content |
|---|---|
| F1 | Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated November 7, 2022, among the Issuer, Iris Purchaser Inc. ("Purchaser"), a wholly owned subsidiary of Viatris, Inc. ("Viatris"), and Viatris, Purchaser commenced a tender offer (the "Offer") to purchase all the outstanding common stock of the Issuer for the Per Share Price (as defined below). On January 3, 2023, the Offer consummated, after which Purchaser merged with and into the Issuer with the Issuer continuing as the surviving corporation and a wholly owned subsidiary of Viatris (the "Merger"). At the consummation of the Offer and the Merger, respectively, (i) Purchaser purchased all shares of Issuer's common stock that were validly tendered pursuant to the Offer for a cash payment equal to the Per Share Price and (ii) each share of the Issuer's common stock that was issued and outstanding immediately prior to the effective time of the Merger (the "Effective Time")(continued in Footnote 2) |
| F2 | (other than shares that were held (a) by the Issuer (including any treasury shares) or by Viatris or Purchaser or any other direct or indirect wholly owned subsidiary of Viatris or (b) by stockholders of the Issuer who had properly exercised and perfected, and not withdrawn or otherwise lost, their appraisal rights under the Delaware General Corporate Law) was cancelled and converted into the right to receive (a) a cash payment of $11.00 per share (the "Cash Amount") and (b) one non-transferable contractual contingent value right representing the right to receive any applicable milestone payment if specified milestones are achieved (the "Milestone Payment" and together with the Cash Amount, the "Per Share Price") pursuant to a Contingent Value Rights Agreement, dated January 3, 2023, by and between Viatris and American Stock Transfer & Trust Company, LLC as Rights Agent. |
| F3 | Shares held by Versant Venture Capital VI, L.P. ("Versant VI"). Versant Ventures VI GP-GP, LLC ("Versant Ventures VI GP-GP") is the sole general partner of Versant Ventures VI GP, L.P. ("Versant Ventures VI GP") and Versant Ventures VI GP is the sole general partner of Versant VI. Clare Ozawa, a member of the Issuer's board of directors, is a managing member of Versant Ventures VI GP-GP and may be deemed to share voting and dispositive power over the shares held by Versant VI. Each of Versant Ventures VI GP-GP, Versant Ventures VI GP and Clare Ozawa disclaims beneficial ownership of the shares held by Versant VI, except to the extent of their respective pecuniary interests therein. Clare Ozawa is a director of the Issuer and, accordingly files separate Section 16 reports. |
| F4 | Shares held by Versant Venture Capital IV, L.P. ("Versant IV"). Versant Ventures IV, LLC ("Versant Ventures IV") is the sole general partner of Versant IV. Versant Ventures IV disclaims beneficial ownership of the shares held by Versant IV, except to the extent of its pecuniary interests therein. |
| F5 | Shares held by Versant Side Fund IV, L.P. ("Versant Side Fund IV"). Versant Ventures IV is the sole general partner of Versant Side Fund IV. Versant Ventures IV disclaims beneficial ownership of the shares held by Versant Side Fund IV, except to the extent of its pecuniary interests therein. |
| F6 | Shares held by Versant Vantage I, L.P. ("Versant Vantage"). Versant Vantage I GP-GP, LLC ("Versant Vantage I GP-GP") is the sole general partner of Versant Vantage I GP, L.P. ("Versant Vantage I GP") and Versant Vantage I GP is the sole general Partner of Versant Vantage. Clare Ozawa, a member of the Issuer's board of directors, is a managing member of Versant Vantage I GP-GP and may be deemed to share voting and dispositive power over the shares held by Versant Vantage. Each of Versant Vantage I GP-GP, Versant Vantage I GP, and Clare Ozawa disclaims beneficial ownership of the shares held by Versant Vantage, except to the extent of their respective pecuniary interests therein. Clare Ozawa is a director of the Issuer and, accordingly files separate Section 16 reports. |