Kelly Deck - May 30, 2024 Form 4 Insider Report for Inhibrx, Inc. (INBX)

Signature
/s/ Kelly D. Deck
Stock symbol
INBX
Transactions as of
May 30, 2024
Transactions value $
$0
Form type
4
Date filed
5/30/2024, 06:21 PM
Previous filing
May 24, 2024

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 INBX Stock Option (right to buy) Disposed to Issuer -9.17K -100% 0 May 30, 2024 Common Stock 9.17K $34.16 Direct F1, F2, F3
transaction INBX Stock Option (right to buy) Disposed to Issuer -14.6K -100% 0 May 30, 2024 Common Stock 14.6K $33.63 Direct F1, F3, F4
transaction INBX Stock Option (right to buy) Disposed to Issuer -21.3K -100% 0 May 30, 2024 Common Stock 21.3K $23.30 Direct F1, F5, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Kelly Deck is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 Under the Agreement and Plan of Merger, dated January 22, 2024 (the "Merger Agreement"), by and among Inhibrx, Inc. (the "Issuer"), Aventis Inc., a Pennsylvania corporation ("Parent") and wholly owned subsidiary of Sanofi, and Art Acquisition Sub, Inc., a Delaware corporation ("Merger Sub") and wholly owned subsidiary of Parent, following satisfaction or waiver of the closing conditions set forth in the Merger Agreement, on May 30, 2024, Merger Sub merged with and into the Issuer with the Issuer surviving as the surviving company (the "Merger").
F2 Twenty-five percent (25%) of the total shares subject to the stock option became exercisable on January 11, 2023, with the balance to vest and become exercisable in equal successive monthly installments for thirty-six (36) months thereafter.
F3 This stock option was canceled in the Merger and converted into the right to receive the contingent payment described in the following sentence. If certain regulatory milestones is achieved, the cash amount to be paid in respect of each stock option will be equal to (x) $35.00 (representing the sum of an amount in cash equal to $30.000, without interest thereon (the "Closing Amount") and the right to receive a contingent payment of $5.00, without interest thereon, in cash of $5.00) minus (y) the stock option exercise price per share, subject to applicable tax withholding.
F4 Twenty-five percent (25%) of the total shares subject to the stock option became exercisable on January 15, 2022, with the balance to vest and become exercisable in equal successive monthly installments for thirty-six (36) months thereafter.
F5 Twenty-five percent (25%) of the total shares subject to the stock option became exercisable on January 3, 2024, with the balance to vest and become exercisable in equal successive monthly installments for thirty-six (36) months thereafter.
F6 This stock option was cancelled in the Merger and converted into the right to receive (A) an amount in cash, without interest and less any applicable withholding taxes, equal to the product of (x) the total number of shares of the Issuer's common stock subject to such stock option immediately prior to the effective time, multiplied by (y) the excess of (I) Closing Amount over (II) the exercise price payable per share of the Issuer common stock under such stock option and (B) one (1) contractual contingent value right for each share of the Issuer common stock subject to such stock option.