Cassia Cearley - Feb 19, 2024 Form 4 Insider Report for Icosavax, Inc. (ICVX)

Role
Former Chief Business Officer
Signature
/s/ Thomas Russo, Attorney-in-Fact
Stock symbol
ICVX
Transactions as of
Feb 19, 2024
Transactions value $
$0
Form type
4
Date filed
2/20/2024, 07:50 PM
Previous filing
Dec 22, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction ICVX Common Stock Disposition pursuant to a tender of shares in a change of control transaction -132K -100% 0 Feb 19, 2024 Direct F1

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 ICVX Stock Option (Right to Buy) Disposed to Issuer -2.51K -100% 0 Feb 19, 2024 Common Stock 2.51K $0.84 Direct F2
transaction ICVX Stock Option (Right to Buy) Disposed to Issuer -104K -100% 0 Feb 19, 2024 Common Stock 104K $1.04 Direct F2
transaction ICVX Stock Option (Right to Buy) Disposed to Issuer -100K -100% 0 Feb 19, 2024 Common Stock 100K $2.47 Direct F2
transaction ICVX Stock Option (Right to Buy) Disposed to Issuer -180K -100% 0 Feb 19, 2024 Common Stock 180K $5.91 Direct F2
transaction ICVX Stock Option (Right to Buy) Disposed to Issuer -140K -100% 0 Feb 19, 2024 Common Stock 140K $9.06 Direct F2
transaction ICVX Stock Option (Right to Buy) Disposed to Issuer -83.3K -100% 0 Feb 19, 2024 Common Stock 83.3K $15.00 Direct F3
transaction ICVX Stock Option (Right to Buy) Disposed to Issuer -89.4K -100% 0 Feb 19, 2024 Common Stock 89.4K $17.55 Direct F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

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

Explanation of Responses:

Id Content
F1 In connection with the terms of an Agreement and Plan of Merger, dated as of December 11, 2023 (the "Merger Agreement"), by and among the Issuer, AstraZeneca Finance and Holdings Inc. ("Parent"), and Isochrone Merger Sub Inc., a wholly owned subsidiary of Parent ("Purchaser"), Purchaser completed a tender offer for shares of the Issuer's Common Stock at a purchase price per share of (i) $15.00 plus (ii) one non-tradable contingent value right ("CVR") per share representing the right to receive a contingent payment of up to $5.00 in cash upon achievement of specified milestones (collectively, the "Offer Price"). After completion of the tender offer, Purchaser merged with and into the Issuer (the "Merger"), effective as of February 19, 2024 (the "Effective Time"), with the Issuer continuing as the surviving entity and a wholly owned subsidiary of Parent.
F2 Pursuant to the terms of the Merger Agreement, immediately prior to the Effective Time, this stock option was cancelled and converted into the right to receive, subject to the terms of the Merger Agreement, (a) an amount in cash equal to the product obtained by multiplying (1) the aggregate number of shares underlying such option immediately prior to the Effective Time by (2) an amount equal to (A) $15.00 less (B) the exercise price of such option, plus (b) one CVR for each share underlying such option immediately prior to the Effective Time.
F3 Pursuant to the terms of the Merger Agreement, immediately prior to the Effective Time, this stock option was cancelled and converted into the right to receive, subject to the terms of the Merger Agreement, an amount in cash from Parent, if and when payments in respect of CVRs are required to be made, equal to the product obtained by multiplying (a) the aggregate number of shares underlying such option immediately prior to the Effective Time by (b) the amount by which (1) the sum of $15.00 plus the aggregate amount paid per CVR exceeds (2) the exercise price of such stock option.

Remarks:

Former Chief Business Officer