Judith L. Swain - Jun 16, 2023 Form 4 Insider Report for Prometheus Biosciences, Inc. (RXDX)

Role
Director
Signature
/s/ Judith L. Swain
Stock symbol
RXDX
Transactions as of
Jun 16, 2023
Transactions value $
$0
Form type
4
Date filed
6/16/2023, 04:00 PM
Previous filing
May 22, 2023
Next filing
Apr 29, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction RXDX Common Stock Disposed to Issuer -2.07K -100% 0 Jun 16, 2023 Direct F1, F2, F3

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 RXDX Stock Option (right to buy) Disposed to Issuer -30K -100% 0 Jun 16, 2023 Common Stock 30K $6.70 Direct F2, F3
transaction RXDX Stock Option (right to buy) Disposed to Issuer -20.5K -100% 0 Jun 16, 2023 Common Stock 20.5K $29.02 Direct F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Judith L. Swain is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 Reflects restricted stock units.
F2 Pursuant to the Agreement and Plan of Merger, dated April 15, 2023, by and among the Issuer, Merck & Co., Inc. ("Merck") and Splash Merger Sub, Inc., the Issuer became a wholly owned subsidiary of Merck upon consummation of the merger (the "Effective Time"). At the Effective Time, (a) each of the Issuer's outstanding shares of common stock was cancelled and automatically converted into the right to receive $200 in cash (the "Merger Consideration"), without interest,... (Continued in Footnote 3)
F3 (Continued from Footnote 2) ...(b) each of the Issuer's outstanding restricted stock units ("RSUs") was automatically cancelled and converted into the right to receive an amount in cash equal to the product of (i) the number of shares of the Issuer's common stock underlying such RSU immediately prior to the Effective Time multiplied by (ii) the Merger Consideration, without interest and (c) each of the Issuer's outstanding unexercised stock options, whether vested or unvested, was automatically cancelled and converted into the right to receive an amount in cash, without interest, equal to the product of (i) the number of shares of the Issuer's common stock underlying such option immediately prior to the Effective Time multiplied by (ii) the amount, if any, by which the Merger Consideration exceeded the exercise price per share of such option.