Christopher Leamon - Jun 4, 2024 Form 4 Insider Report for Fusion Pharmaceuticals Inc. (FUSN)

Signature
/s/ Maria Stahl as Attorney-in-Fact for Christopher Leamon
Stock symbol
FUSN
Transactions as of
Jun 4, 2024
Transactions value $
$0
Form type
4
Date filed
6/4/2024, 05:20 PM
Previous filing
Jan 5, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction FUSN Common Stock Disposed to Issuer -12K -100% 0 Jun 4, 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 FUSN Stock Option (Right to Buy) Disposed to Issuer -218K -100% 0 Jun 4, 2024 Common Stock 218K $7.09 Direct F2
transaction FUSN Stock Option (Right to Buy) Disposed to Issuer -250K -100% 0 Jun 4, 2024 Common Stock 250K $3.75 Direct F2
transaction FUSN Stock Option (Right to Buy) Disposed to Issuer -106K -100% 0 Jun 4, 2024 Common Stock 106K $8.44 Direct F2
transaction FUSN Restricted Stock Units Disposed to Issuer -63.7K -100% 0 Jun 4, 2024 Common Stock 63.7K Direct F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

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

Explanation of Responses:

Id Content
F1 Pursuant to the Arrangement Agreement, dated as of March 18, 2024 (the "Arrangement Agreement"), by and among the Issuer, AstraZeneca AB, a public company with limited liability (Aktiebolag) incorporated under the laws of Sweden ("Parent") and 15863210 Canada Inc., a corporation formed under the Canada Business Corporations Act ("Purchaser"), Purchaser acquired all of the issued and outstanding common shares of the Issuer (collectively, the "Shares") effective as of 12:01 a.m. Toronto time on June 4, 2024 (the "Effective Time"). Following the Effective Time, each Share outstanding immediately prior to the Effective Time was assigned and transferred by the holder thereof to Purchaser in exchange for (i) US$21.00 in cash (the "Cash Consideration") plus (ii) one contingent value right (each, a "CVR") representing the contingent right to receive a cash payment equal to US$3.00, in each case subject to applicable tax withholdings and other source deductions.
F2 Pursuant to the terms of the Arrangement Agreement, immediately following the Effective Time, each option to purchase Shares granted (each, an "Option") with an exercise price that is less than the Cash Consideration and outstanding immediately prior to the Effective Time, whether vested or unvested, was assigned, transferred and surrendered by the holder thereof to the Issuer and thereafter cancelled in consideration for (A) a cash payment by or on behalf of the Issuer equal to the number of Shares into which such Option is then exercisable multiplied by the amount, if any, by which the Cash Consideration exceeds the exercise price per Share of such Option and (B) one CVR with respect to each Share into which such Option is then exercisable, in each case subject to applicable tax withholdings and other source deductions.
F3 Each restricted stock unit ("RSU") represents a contingent right to receive one Share.
F4 Pursuant to the terms of the Arrangement Agreement, immediately following the Effective Time, each RSU, whether vested or unvested, was assigned, transferred and surrendered by the holder thereof to the Issuer and thereafter cancelled in consideration for, (i) if held by a Canadian Incentive Holder (as defined in the Arrangement Agreement), the number of Shares underlying such RSU and (ii) if held by a Non-Canadian Incentive Holder (as defined in the Arrangement Agreement), (A) a cash payment by or on behalf of the Issuer equal to the number of Shares underlying such RSU multiplied by the amount, if any, by the Cash Consideration and (B) one CVR with respect to each Share underlying such RSU, in each case subject to applicable tax withholdings and other source deductions.