Barbara Gayle Duncan - Jun 4, 2024 Form 4 Insider Report for Fusion Pharmaceuticals Inc. (FUSN)

Role: Director
Signature: /s/ Maria Stahl as Attorney-in-Fact for Barbara Duncan
Stock symbol: FUSN
Transactions as of: Jun 4, 2024
Transactions value $: $0
Form type: 4
Date filed: 6/4/2024, 05:22 PM
Previous filing: Apr 29, 2024
Next filing: Jun 18, 2024

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Shares	Change %	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	FUSN	Stock Option (Right to Buy)	Disposed to Issuer	-30K	-100%	Jun 4, 2024	Common Stock	30K	$12.40	Direct	F1, F2
transaction	FUSN	Stock Option (Right to Buy)	Disposed to Issuer	-17K	-100%	Jun 4, 2024	Common Stock	17K	$8.15	Direct	F2
transaction	FUSN	Stock Option (Right to Buy)	Disposed to Issuer	-17K	-100%	Jun 4, 2024	Common Stock	17K	$3.60	Direct	F2
transaction	FUSN	Stock Option (Right to Buy)	Disposed to Issuer	-17K	-100%	Jun 4, 2024	Common Stock	17K	$4.64	Direct	F2

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

Barbara Gayle Duncan 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.

Content

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.

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.