Neil Brewis - Mar 8, 2023 Form 4 Insider Report for F-star Therapeutics, Inc. (FSTX)

Role: CHIEF SCIENTIFIC OFFICER
Signature: /s/ Darlene Deptula-Hicks, Attorney-in-fact
Stock symbol: FSTX
Transactions as of: Mar 8, 2023
Transactions value $: -$814,977
Form type: 4
Date filed: 3/9/2023, 08:16 AM
Previous filing: Aug 2, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	FSTX	Common Stock	Disposition pursuant to a tender of shares in a change of control transaction	-$748K	-105K	-91.81%	$7.12	9.38K	Mar 8, 2023	Direct	F1, F2
transaction	FSTX	Common Stock	Disposed to Issuer	-$66.8K	-9.38K	-100%	$7.12	0	Mar 8, 2023	Direct	F1, F2, F6

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		-22.6K	-100%		0	Mar 8, 2023	Common Stock	22.6K	$7.24	Direct	F3, F4, F5
transaction	FSTX	Stock Option (right to buy)	Disposed to Issuer		-74.3K	-100%		0	Mar 8, 2023	Common Stock	74.3K	$4.77	Direct	F3, F4, F5
transaction	FSTX	Stock Option (right to buy)	Disposed to Issuer		-132K	-100%		0	Mar 8, 2023	Common Stock	132K	$3.55	Direct	F3, F4, F5

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

Neil Brewis 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	(Continued from footnote 1) A portion of the shares of common stock reported herein were forfeited to the Issuer to satisfy the reporting person's tax obligations upon vesting of previously granted restricted stock units.
F3	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)).
F4	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.
F5	(Continued from footnote 4) 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.
F6	Each Company RSU (as defined in the Merger Agreement) that was 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 equal to the product of (a) the total number of Shares (as defined the Merger Agreement) issuable in settlement of such Company RSU immediately prior to the Effective Time without regard to vesting multiplied by (b) the Merger Consideration (as defined in the Merger Agreement).