Edward Benz JR - Mar 8, 2023 Form 4 Insider Report for F-star Therapeutics, Inc. (FSTX)

Role
Director
Signature
/s/ Darlene Deptula-Hicks, Attorney-in-fact
Stock symbol
FSTX
Transactions as of
Mar 8, 2023
Transactions value $
-$31,221
Form type
4
Date filed
3/9/2023, 08:12 AM
Previous filing
Jun 22, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction FSTX Common Stock Disposed to Issuer -$31.2K -4.39K -100% $7.12 0 Mar 8, 2023 Direct F1

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

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction FSTX Stock Option (right to buy) Disposed to Issuer -3.94K -100% 0 Mar 8, 2023 Common Stock 3.94K $14.31 Direct F2, F3, F4
transaction FSTX Stock Option (right to buy) Disposed to Issuer -20K -100% 0 Mar 8, 2023 Common Stock 20K $6.88 Direct F2, F3, F4
transaction FSTX Stock Option (right to buy) Disposed to Issuer -20K -100% 0 Mar 8, 2023 Common Stock 20K $3.41 Direct F2, F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Edward Benz JR is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 Reflects disposition of Issuer common stock in connection with the consummation of the transactions contemplated by the Agreement and Plan of Merger, dated June 22, 2022 (the "Merger Agreement"), by and among the Issuer, Sino Biopharmaceutical Limited, Fennec Acquisition Incorporated ("Parent"), and invoX Pharma Limited ("Purchaser"), including the completion on March 8, 2023 of a tender offer to purchase all of the outstanding shares of Issuer common stock at a price of $7.12 per share in cash, without interest, less any required withholding taxes (the "Offer Price"), and the consummation of the merger (the "Merger") between the Issuer and Purchaser on March 8, 2023. Pursuant to the Merger Agreement, as of the effective time of the Merger (the "Effective Time"), each outstanding share of Issuer common stock was cancelled in exchange for the right to receive an amount equal to the Offer Price.
F2 Pursuant to the Merger Agreement, immediately prior to the Effective Time, each of the outstanding options that was otherwise eligible to vest in accordance with its terms was accelerated and became fully vested and exercisable immediately prior to, and contingent upon, the Effective Time (except in the case of the EMI Options (as defined in the Merger Agreement) granted pursuant to Rule 9.8 of the F-star Therapeutics, Inc. 2019 Equity Incentive Plan, which were accelerated and became fully vested and exercisable as of three business days prior to the Initial Expiration Date (as defined in the Merger Agreement)).
F3 As of the Effective Time, by virtue of the Merger and without any further action on the part of the holders thereof, Parent, Purchaser or the Issuer, each option which had a per share exercise price that was less than the Offer Price (each, an "In the Money Option") that was then outstanding and unexercised as of immediately before the Effective Time was cancelled and converted into the right to receive an amount in cash equal to the product of (i) the total number of Company Shares (as defined in the Merger Agreement) subject to such fully vested option immediately prior to the Effective Time, multiplied by (ii) the excess, if any, of (A) the Offer Price over (B) the exercise price payable per Company Share under such option.
F4 (Continued from footnote 3) As of the Effective Time, by virtue of the Merger and without any further action on the part of the holders thereof, Parent, Purchaser or the Issuer, each option which had a per share exercise price that is equal to or more than the Offer Price (each, an "Out of the Money Option") that was then outstanding and unexercised as of immediately before the Effective Time was cancelled at the Effective Time without any consideration payable therefor. Any EMI Option that remained outstanding and unexercised as of immediately before the Effective Time was cancelled at the Effective Time and treated as either an In the Money Option or an Out of the Money Option.