Pamela M. Klein - Nov 20, 2020 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
Nov 20, 2020
Transactions value $
$0
Form type
4
Date filed
3/9/2023, 08:18 AM
Next filing
Jun 7, 2021

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 -20K -100% 0 Mar 8, 2023 Common Stock 20K $6.88 Direct F1, F2, F3
transaction FSTX Stock Option (right to buy) Disposed to Issuer -20K -100% 0 Mar 8, 2023 Common Stock 20K $3.41 Direct F1, F2, F3
transaction FSTX Stock Option (right to buy) Other -15K -100% 0 Nov 20, 2020 Common Stock 15K $4.62 Direct F4
transaction FSTX Stock Option (right to buy) Other -7.5K -100% 0 Nov 20, 2020 Common Stock 7.5K $1.60 Direct F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Pamela M. Klein is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 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)).
F2 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.
F3 (Continued from footnote 2) 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.
F4 Pursuant to the Share Exchange Agreement, dated as of July 29, 2020, these previously reported options were cancelled effective as of November 20, 2020.