Gerald Anthony Reynolds - Nov 30, 2022 Form 4 Insider Report for APPLIED GENETIC TECHNOLOGIES CORP (AGTC)

Role
Chief Accounting Officer
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, 08:16 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 -8.51K -16.68% 42.5K Nov 30, 2022 Direct F1
transaction AGTC Common Stock Disposed to Issuer -42.5K -100% 0 Nov 30, 2022 Direct 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 AGTC Stock Option (Right to Buy) Disposed to Issuer -50K -100% 0 Nov 30, 2022 Common Stock 50K $3.28 Direct F3
transaction AGTC Stock Option (Right to Buy) Disposed to Issuer -30K -100% 0 Nov 30, 2022 Common Stock 30K $5.50 Direct F3
transaction AGTC Stock Option (Right to Buy) Disposed to Issuer -34.5K -100% 0 Nov 30, 2022 Common Stock 34.5K $3.70 Direct F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Gerald Anthony Reynolds 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 restricted stock unit of the Issuer, whether vested or unvested, was cancelled and converted into the right to receive the Offer Price.
F3 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").