| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | INBX | Common Stock | Disposed to Issuer | -$17.9M | -598K | -100% | $30.00 | 0 | May 30, 2024 | By the Forsyth Family Trust Dated July 20, 2001 | F1, F2, F3 |
| 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 | -17.3K | -100% | 0 | May 30, 2024 | Common Stock | 17.3K | $10.52 | Direct | F1, F4, F6 | ||
| transaction | INBX | Stock Option (right to buy) | Disposed to Issuer | -15K | -100% | 0 | May 30, 2024 | Common Stock | 15K | $23.03 | Direct | F1, F5, F6 | ||
| transaction | INBX | Stock Option (right to buy) | Disposed to Issuer | -15K | -100% | 0 | May 30, 2024 | Common Stock | 15K | $12.57 | Direct | F1, F6, F7 | ||
| transaction | INBX | Stock Option (right to buy) | Disposed to Issuer | -15K | -100% | 0 | May 30, 2024 | Common Stock | 15K | $24.78 | Direct | F1, F6, F8 |
Douglas Forsyth is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| Id | Content |
|---|---|
| F1 | 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"). |
| F2 | 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. |
| F3 | The reporting person is a trustee of the Forsyth Family Trust Dated July 20, 2001 and, in such capacity, may be deemed to indirectly beneficially own the securities owned by the Forsyth Family Trust Dated July 20, 2001. |
| F4 | Twenty-five percent (25%) of the total shares subject to the stock option became exercisable on November 26, 2019, with the balance having vested and have 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 May 25, 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) the Closing Amount over (II) the exercise price payable per share of the Issuer common stock under such option and (B) one (1) CVR for each share of the Issuer common stock subject to such stock option. |
| F7 | Twenty-five percent (25%) of the total shares subject to the stock option became exercisable on May 25, 2023, with the balance to vest and become exercisable in equal successive monthly installments for thirty-six (36) months thereafter. |
| F8 | Twenty-five percent (25%) of the total shares subject to the stock option became exercisable on June 7, 2022, with the balance to vest and become exercisable in equal successive monthly installments for thirty-six (36) months thereafter. |