| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | NA | Common Stock | Award | +34.2K | +31.01% | 144K | Jun 11, 2024 | Direct | F1, F2 | ||
| transaction | NA | Common Stock | Disposed to Issuer | -72K | -49.92% | 72.3K | Jun 11, 2024 | Direct | F3, F4 | ||
| transaction | NA | Common Stock | Disposition pursuant to a tender of shares in a change of control transaction | -72.3K | -100% | 0 | Jun 11, 2024 | Direct | F3, F5 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | NA | Stock Option (Right to Buy) | Disposed to Issuer | -82.3K | -100% | 0 | Jun 11, 2024 | Common Stock | 82.3K | $9.23 | Direct | F3, F6 | ||
| transaction | NA | Stock Option (Right to Buy) | Disposed to Issuer | -82K | -100% | 0 | Jun 11, 2024 | Common Stock | 82K | $8.27 | Direct | F3, F6 | ||
| transaction | NA | Stock Option (Right to Buy) | Disposed to Issuer | -65.9K | -100% | 0 | Jun 11, 2024 | Common Stock | 65.9K | $15.48 | Direct | F3, F6 | ||
| transaction | NA | Stock Option (Right to Buy) | Disposed to Issuer | -69.1K | -100% | 0 | Jun 11, 2024 | Common Stock | 69.1K | $15.92 | Direct | F3, F6 |
Matthew L. Sherman is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| Id | Content |
|---|---|
| F1 | Represents restricted stock units ("RSUs") previously granted to the Reporting Person subject to performance-based vesting conditions, for which the performance conditions associated with such RSUs had not yet occurred. |
| F2 | Includes 1,394 shares acquired under the Issuer's 2017 Employee Stock Purchase Plan on May 14, 2024. |
| F3 | This Form 4 reports securities disposed pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of April 29, 2024, by and among the Issuer, Ono Pharmaceutical Co., Ltd. ("Parent"), and Topaz Merger Sub, Inc., a wholly owned subsidiary of Parent ("Merger Sub"). Pursuant to the Merger Agreement, Merger Sub completed a cash tender offer to acquire all of the issued and outstanding shares of common stock of the Issuer, par value $0.01 per share (the "Common Stock") for a price per share of $25.60, without interest and subject to tax withholding (the "Merger Consideration"). Effective as of June 11, 2024 (the "Effective Time"), Merger Sub merged with and into the Issuer, with the Issuer continuing as the surviving corporation in the Merger and as a wholly owned subsidiary of Parent. |
| F4 | Pursuant to the terms of the Merger Agreement, immediately prior to the Effective Time, each outstanding RSU (whether vested or unvested) was deemed to have vested, and was cancelled and automatically converted into the right to receive an amount in cash equal to the Merger Consideration. |
| F5 | Pursuant to the terms of the Merger Agreement, at the Effective Time, each share of Common Stock held by the Reporting Person was tendered in exchange for the Merger Consideration, without interest and subject to tax withholding. |
| F6 | Pursuant to the terms of the Merger Agreement, immediately prior to the Effective Time, each outstanding stock option of the Issuer having an exercise price per share that is less than the Merger Consideration became fully vested, and was cancelled and automatically converted into the right to receive an amount in cash equal to (A) the number of shares underlying such option multiplied by (B) the Merger Consideration. |