Daniel J. O'Connor - Mar 7, 2024 Form 4 Insider Report for Ambrx Biopharma, Inc. (AMAM)

Role: President and CEO, Director
Signature: /s/ Sonja Nelson, Attorney-in-Fact for Daniel J. O'Connor
Stock symbol: AMAM
Transactions as of: Mar 7, 2024
Transactions value $: $0
Form type: 4
Date filed: 3/7/2024, 05:46 PM
Previous filing: Jan 8, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	AMAM	Common Stock	Disposed to Issuer		-48.2K	-100%		0	Mar 7, 2024	Direct	F1, F2

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	AMAM	Restricted Stock Units	Disposed to Issuer		-295K	-100%		0	Mar 7, 2024	Common Stock	295K		Direct	F3, F4, F5
transaction	AMAM	Restricted Stock Units	Disposed to Issuer		-750K	-100%		0	Mar 7, 2024	Common Stock	750K		Direct	F3, F5, F6
transaction	AMAM	Option to Purchase Common Stock	Disposed to Issuer		-773K	-100%		0	Mar 7, 2024	Common Stock	773K	$0.91	Direct	F7, F8
transaction	AMAM	Option to Purchase Common Stock	Disposed to Issuer		-174K	-100%		0	Mar 7, 2024	Common Stock	174K	$16.66	Direct	F8, F9

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Daniel J. O'Connor is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

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 January 5, 2024, among the Issuer, Johnson & Johnson ("J&J"), and Charm Merger Sub, Inc., a wholly owned subsidiary of J&J ("Merger Sub"), pursuant to which Merger Sub merged with and into the Issuer (the "Merger"), effective as of March 7, 2024 (such date and time of such Merger, the "Effective Time"), with the Issuer surviving the Merger as a wholly owned subsidiary of J&J.
F2	Pursuant to the Merger Agreement, at the Effective Time, each outstanding share of common stock of the Issuer ("Company Common Stock") reported in this Form 4 was converted into the right to receive an amount equal to $28.00 per share in cash (the "Merger Consideration"), without interest and less any applicable withholding taxes.
F3	Each of these restricted stock units ("RSUs") represents a contingent right to receive one share of the Company Common Stock.
F4	These RSUs vest as follows: (i) one-third (1/3) of the RSUs will vest on the 12-month anniversary of April 26, 2023 (the "Grant Date"), (ii) one-third (1/3) of the RSUs will vest on the 24-month anniversary of the Grant Date, and (iii) one-third (1/3) of the RSUs will vest on the 36-month anniversary of the Grant Date.
F5	Pursuant to the Merger Agreement, at the Effective Time, each of these RSUs that was outstanding as of immediately prior to the Effective Time was cancelled and the Reporting Person was entitled to receive the Merger Consideration, without interest and less any applicable withholding taxes, in respect of each such RSU.
F6	These RSUs vest as follows: (i) one-sixth (1/6) of the RSUs will vest on the six (6)-month anniversary of the grant date of December 11, 2023, and (ii) one-twelfth (1/12) of the RSUs will vest on a quarterly basis thereafter.
F7	The Company Common Stock subject to the options to purchase shares of Company Common Stock (each, a "Company Option") vest as follows: (i) twenty-five (25) percent of the Company Common Stock vested on November 1, 2023, and (ii) the remainder vests in thirty-six equal monthly installments following such date.
F8	Pursuant to the Merger Agreement, at the Effective Time, each Company Option that was outstanding and unexercised as of immediately prior to the Effective Time, whether vested or unvested, with a per share exercise price ("Per Share Exercise Price") that was less than the Merger Consideration, was cancelled and converted into the right to receive an amount in cash (without interest and less any applicable withholding taxes) equal to the product of (i) the aggregate number of shares of Company Common Stock underlying such Company Option immediately prior to the Effective Time, and (ii) the excess of (A) the Merger Consideration over (B) the Per Share Exercise Price of such Company Option. Each Company Option that had a Per Share Exercise Price that was equal to or exceeded the amount of the Merger Consideration at the Effective Time was cancelled for no consideration.
F9	The Company Common Stock subject to the Company Options vest as follows: (i) 1/6 of the Company Common Stock vested on January 5, 2024, and the remainder vests in ten (10) equal quarterly installments following such date.