Brendan P. Eckelman - May 28, 2024 Form 4 Insider Report for Inhibrx, Inc. (INBX)

Signature
/s/ Kelly D. Deck, attorney-in-fact
Stock symbol
INBX
Transactions as of
May 28, 2024
Transactions value $
-$71,956,590
Form type
4
Date filed
5/30/2024, 06:21 PM
Previous filing
May 24, 2024
Next filing
May 30, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction INBX Common Stock Sale -$10.3M -300K -14.74% $34.30 1.74M May 28, 2024 By the Eckelman Living Trust dated February 5, 2014 F1
transaction INBX Common Stock Disposed to Issuer -$52.1M -1.74M -100% $30.00 0 May 30, 2024 By the Eckelman Living Trust dated February 5, 2014 F1, F2, F3
transaction INBX Common Stock Disposed to Issuer -$4.8M -160K -100% $30.00 0 May 30, 2024 By trust F2, F3, F4
transaction INBX Common Stock Disposed to Issuer -$4.8M -160K -100% $30.00 0 May 30, 2024 By trust F2, F3, F5

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 -6.67K -100% 0 May 30, 2024 Common Stock 6.67K $33.63 Direct F2, F6, F7
transaction INBX Stock Option (right to buy) Disposed to Issuer -26.7K -100% 0 May 30, 2024 Common Stock 26.7K $23.30 Direct F2, F8, F9
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Brendan P. Eckelman is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 These securities were directly owned by the Eckelman Living Trust dated February 5, 2014. Brendan P. Eckelman is the trustee of the Eckelman Living Trust dated February 5, 2014 and, in such capacity, may be deemed to indirectly beneficially own the securities owned by the Eckelman Living Trust dated February 5, 2014.
F2 Under the Agreement and Plan of Merger, dated January 22, 2024 (the "Merger Agreement"), by and among the 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").
F3 In the Merger, each share of common stock of the Issuer that was outstanding immediately prior to the effective time of the Merger (the "Effective Time") (other than (A) the Issuer's common stock owned by the Issuer as treasury shares, (B) the Issuer's common stock owned by Parent or Merger Sub and (C) any dissenting shares), was automatically cancelled, extinguished and converted into the right to receive (i) an amount in cash equal to $30.00, without interest thereon (the "Closing Amount"), plus (ii) one (1) contractual contingent value right ("CVR") representing the right to receive a contingent payment of $5.00, without interest thereon, in cash (the "Milestone Payment"), upon the achievement of certain regulatory milestones ("Milestone") set forth in the Contingent Value Rights Agreement between Parent and Continental Stock Transfer & Trust Company.
F4 These securities were directly owned by a trust, for the benefit of Brendan P. Eckelman's minor son. Brendan P. Eckelman is the trustee of the trust, and, in such capacity, may be deemed to indirectly beneficially own the securities owned by the trust.
F5 These securities were directly owned by a trust, for the benefit of Brendan P. Eckelman's minor daughter. Brendan P. Eckelman is the trustee of the trust, and, in such capacity, may be deemed to indirectly beneficially own the securities owned by the trust.
F6 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.
F7 This stock option was canceled in the Merger and converted into the right to receive the contingent payment described in the following sentence. If the Milestone is achieved, the cash amount to be paid in respect of each such stock option will be equal to (x) $35.00 (representing the sum of the Closing Amount of $30.00 and the Milestone Payment of $5.00) minus (y) the stock option exercise price per share, subject to applicable tax withholding.
F8 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.
F9 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) the Closing Amount over (II) the exercise price payable per share of the Issuer's common stock under such stock option and (B) one (1) CVR for each share of the Issuer common stock subject to such stock option.