| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | CTIC | Common Stock | Disposition pursuant to a tender of shares in a change of control transaction | -$393K | -43.1K | -100% | $9.10 | 0 | Jun 26, 2023 | Direct | F1, F2 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | CTIC | Stock Option (Right to Buy) | Disposed to Issuer | -50K | -100% | 0 | Jun 26, 2023 | Common Stock | 50K | $4.25 | Direct | F3, F4 | ||
| transaction | CTIC | Stock Option (Right to Buy) | Disposed to Issuer | -60K | -100% | 0 | Jun 26, 2023 | Common Stock | 60K | $4.61 | Direct | F3, F4 | ||
| transaction | CTIC | Stock Option (Right to Buy) | Disposed to Issuer | -120K | -100% | 0 | Jun 26, 2023 | Common Stock | 120K | $0.84 | Direct | F3, F4 | ||
| transaction | CTIC | Stock Option (Right to Buy) | Disposed to Issuer | -80K | -100% | 0 | Jun 26, 2023 | Common Stock | 80K | $3.30 | Direct | F3, F4 | ||
| transaction | CTIC | Stock Option (Right to Buy) | Disposed to Issuer | -80K | -100% | 0 | Jun 26, 2023 | Common Stock | 80K | $4.49 | Direct | F3, F4 | ||
| transaction | CTIC | Stock Option (Right to Buy) | Disposed to Issuer | -80K | -100% | 0 | Jun 26, 2023 | Common Stock | 80K | $4.08 | Direct | F3, F4 |
Matthew Perry is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| Id | Content |
|---|---|
| F1 | This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of May 10, 2023, by and among the Issuer, Swedish Orphan Biovitrum AB (publ) ("Parent"), and Cleopatra Acquisition Corp., an indirect wholly owned subsidiary of Parent ("Purchaser"), pursuant to which Purchaser completed a tender offer for shares of common stock of the Issuer ("Company Common Stock") and thereafter merged with and into the Issuer (the "Merger") effective as of June 26, 2023 (the "Effective Time"). At the Effective Time, each issued and outstanding share of Company Common Stock was cancelled and converted into the right to receive $9.10 in cash (the "Offer Price") without interest and subject to applicable withholding taxes. |
| F2 | The Reporting Person may be deemed to be a member of a Section 13(d) group that may be deemed to collectively beneficially own more than 10% of the Issuer's outstanding shares of Common Stock. |
| F3 | Pursuant to the Merger Agreement, each option to purchase shares of Company Common Stock that was outstanding immediately prior to the Effective Time, whether or not vested, with an exercise price that was less than the Offer Price, terminated and was cancelled immediately prior to the Effective Time and converted into the right to receive a cash payment (without interest, and less any applicable withholding taxes) equal to (A) the excess of (x) the Offer Price over (y) the exercise price payable per share of Company Common Stock under such option, multiplied by (B) the total number of shares of Company Common Stock subject to such option. |
| F4 | The Reporting Person is a member of BVF Partners L.P. ("BVF") and is obligated to transfer the economic benefit, if any, received upon the disposition of the shares issuable upon exercise of the equity grants to BVF. As such, the Reporting Person disclaims beneficial ownership of the securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, except to the extent of his pecuniary interest therein, if any. |