Susan B. Washer - Nov 30, 2022 Form 4 Insider Report for APPLIED GENETIC TECHNOLOGIES CORP (AGTC)

Role: President and CEO, Director
Signature: /s/ Stacie Aarestad, Attorney-in-fact
Stock symbol: AGTC
Transactions as of: Nov 30, 2022
Transactions value $: $0
Form type: 4
Date filed: 12/1/2022, 08:14 AM
Previous filing: Aug 24, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	AGTC	Common Stock	Disposition pursuant to a tender of shares in a change of control transaction		-143K	-100%		0	Nov 30, 2022	Direct	F1

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	AGTC	Stock Option (Right to Buy)	Disposed to Issuer	-140K	-100%	Nov 30, 2022	Common Stock	140K	$4.90	Direct	F2
transaction	AGTC	Stock Option (Right to Buy)	Disposed to Issuer	-99.2K	-100%	Nov 30, 2022	Common Stock	99.2K	$14.08	Direct	F2
transaction	AGTC	Stock Option (Right to Buy)	Disposed to Issuer	-55.8K	-100%	Nov 30, 2022	Common Stock	55.8K	$16.00	Direct	F2
transaction	AGTC	Stock Option (Right to Buy)	Disposed to Issuer	-80K	-100%	Nov 30, 2022	Common Stock	80K	$18.48	Direct	F2
transaction	AGTC	Stock Option (Right to Buy)	Disposed to Issuer	-80K	-100%	Nov 30, 2022	Common Stock	80K	$15.57	Direct	F2
transaction	AGTC	Stock Option (Right to Buy)	Disposed to Issuer	-100K	-100%	Nov 30, 2022	Common Stock	100K	$4.90	Direct	F2
transaction	AGTC	Stock Option (Right to Buy)	Disposed to Issuer	-100K	-100%	Nov 30, 2022	Common Stock	100K	$4.25	Direct	F2
transaction	AGTC	Stock Option (Right to Buy)	Disposed to Issuer	-100K	-100%	Nov 30, 2022	Common Stock	100K	$3.00	Direct	F2
transaction	AGTC	Stock Option (Right to Buy)	Disposed to Issuer	-169K	-100%	Nov 30, 2022	Common Stock	169K	$5.50	Direct	F2
transaction	AGTC	Stock Option (Right to Buy)	Disposed to Issuer	-275K	-100%	Nov 30, 2022	Common Stock	275K	$3.74	Direct	F2
transaction	AGTC	Stock Option (Right to Buy)	Disposed to Issuer	-442K	-100%	Nov 30, 2022	Common Stock	442K	$0.40	Direct	F2

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

Susan B. Washer is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	At the effective time of the Merger, each issued and outstanding Share was cancelled in exchange for (1) $0.34 per share of common stock of the Issuer ("Common Stock"), without interest and less any applicable withholding taxes (the "Cash Consideration"); and (2) one contingent value right ("CVR") per share of Common Stock representing the right to receive potential milestone payments, currently estimated to be up to approximately $0.73 per CVR in the aggregate (without interest and less any applicable withholding taxes) (the Cash Consideration plus one CVR, collectively, as such amount may be increased in accordance with the terms of the Merger Agreement, the "Offer Price"). Pursuant to the terms of the Merger Agreement, the Shares were tendered and disposed of at the Acceptance Time (as defined in the Merger Agreement) in exchange for the right to receive the Offer Price.
F2	At the effective time of the Merger, each outstanding option of the Issuer with an exercise price equal to or greater than $0.34 was cancelled without any consideration in respect of such cancelled option.

Content

At the effective time of the Merger, each issued and outstanding Share was cancelled in exchange for (1) $0.34 per share of common stock of the Issuer ("Common Stock"), without interest and less any applicable withholding taxes (the "Cash Consideration"); and (2) one contingent value right ("CVR") per share of Common Stock representing the right to receive potential milestone payments, currently estimated to be up to approximately $0.73 per CVR in the aggregate (without interest and less any applicable withholding taxes) (the Cash Consideration plus one CVR, collectively, as such amount may be increased in accordance with the terms of the Merger Agreement, the "Offer Price"). Pursuant to the terms of the Merger Agreement, the Shares were tendered and disposed of at the Acceptance Time (as defined in the Merger Agreement) in exchange for the right to receive the Offer Price.

At the effective time of the Merger, each outstanding option of the Issuer with an exercise price equal to or greater than $0.34 was cancelled without any consideration in respect of such cancelled option.

Remarks:

Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of October 23, 2022, by and among Applied Genetic Technologies Corporation (the "Issuer"), Alliance Holdco Limited ("Parent") and Alliance Acquisition Sub, Inc., a wholly owned subsidiary of Parent ("Purchaser"), on November 30, 2022, Purchaser completed a tender offer for shares of common stock of the Issuer (each, a "Share") and thereafter merged with and into the Issuer, with the Issuer continuing as the surviving corporation and a wholly owned subsidiary of Parent (the "Merger").