Valerie L. Pierce - 26 Mar 2024 Form 4 Insider Report for NGM BIOPHARMACEUTICALS INC

Role
General Counsel, Chief Compliance Officer and Secretary
Signature
/s/ Valerie Pierce, Attorney-in-Fact
Issuer symbol
N/A
Transactions as of
26 Mar 2024
Net transactions value
$0
Form type
4
Filing time
08 Apr 2024, 16:18:07 UTC
Previous filing
18 Jan 2024
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction NGM Common Stock Disposition pursuant to a tender of shares in a change of control transaction -26,458 -100% 0 05 Apr 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 NGM Restricted Stock Unit Disposed to Issuer -36,750 -100% 0 05 Apr 2024 Common Stock 36,750 Direct F2, F3, F4
transaction NGM Stock Option (Right to Buy) Disposed to Issuer -200,000 -100% 0 05 Apr 2024 Common Stock 200,000 $0.8400 Direct F2, F5
transaction NGM Stock Option (Right to Buy) Disposed to Issuer -100,000 -100% 0 05 Apr 2024 Common Stock 100,000 $0.8400 Direct F2, F5
transaction NGM Stock Option (Right to Buy) Disposed to Issuer -150,000 -100% 0 05 Apr 2024 Common Stock 150,000 $0.8400 Direct F2, F5
transaction NGM Stock Option (Right to Buy) Disposed to Issuer -150,000 -100% 0 05 Apr 2024 Common Stock 150,000 $4.36 Direct F2, F5
transaction NGM Stock Option (Right to Buy) Disposed to Issuer -147,000 -100% 0 05 Apr 2024 Common Stock 147,000 $4.36 Direct F2, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Valerie L. Pierce is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 Includes 3,000 shares acquired under the Issuer's Employee Stock Purchase Plan on March 26, 2024.
F2 This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger entered into by and among the Issuer, Atlas Neon Parent, Inc. ("Parent") and Atlas Neon Merger Sub, Inc., a wholly-owned subsidiary of Parent ("Purchaser"), dated as of February 25, 2024 ("Merger Agreement"), pursuant to which the Purchaser completed a tender offer for the shares of common stock of the Issuer and thereafter merged with and into the Issuer effective as of April 5, 2024 (the "Effective Time"). Pursuant to the terms of the Merger Agreement and Purchaser's offer to purchase, the shares of common stock were tendered to Purchaser in consideration for a per share price of $1.55 in cash, subject to applicable tax withholding and without interest (the "Offer Price").
F3 Pursuant to the Merger Agreement, as of the Effective Time, each outstanding Restricted Stock Unit was canceled and the holder of such canceled Restricted Stock Unit was entitled to receive an amount in cash, without interest and less any withholding of taxes, equal to the Offer Price.
F4 Restricted Stock Units have no expiration date.
F5 Pursuant to the Merger Agreement, as of the Effective Time, the vesting of each outstanding unvested Stock Option that had a per share exercise price that was less than the Offer Price (an "In-the-Money Option") was accelerated, any applicable retention period for options that were repriced ended, and each outstanding In-the-Money Option (both vested and unvested) was canceled and the holder of such canceled Stock Option was entitled to receive an amount in cash, without interest and less any withholding of taxes, equal to the product of (i) the excess of the Offer Price over the applicable exercise price per share subject to such Stock Option multiplied by (ii) the total number of shares subject to such Stock Option. Each Stock Option that was not an In-the-Money Option (whether vested or unvested) was canceled as of the Effective Time for no consideration.

Remarks:

General Counsel, Chief Compliance Officer and Secretary