Magdalene Cook - Dec 1, 2022 Form 4 Insider Report for Renovacor, Inc. (RCOR)

Role
Chief Executive Officer, Director
Signature
/s/ Joseph Carroll, as attorney-in-fact
Stock symbol
RCOR
Transactions as of
Dec 1, 2022
Transactions value $
$0
Form type
4
Date filed
12/5/2022, 08:20 PM
Previous filing
Jan 26, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction RCOR Common Stock Disposed to Issuer -451K -86.44% 70.8K Dec 1, 2022 Direct F1
transaction RCOR Common Stock Disposed to Issuer -70.8K -100% 0 Dec 1, 2022 Direct F2
transaction RCOR Common Stock Award +147K 147K Dec 1, 2022 Direct F3
transaction RCOR Common Stock Disposed to Issuer -147K -100% 0 Dec 1, 2022 Direct F4

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 RCOR Stock Option Disposed to Issuer $0 -239K -100% $0.00* 0 Dec 1, 2022 Common Stock 239K Direct F5, F6
transaction RCOR Stock Option Disposed to Issuer $0 -142K -100% $0.00* 0 Dec 1, 2022 Common Stock 142K Direct F5, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

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

Explanation of Responses:

Id Content
F1 Disposed of pursuant to the Agreement and Plan of Merger, dated as of September 19, 2022, by and among the Issuer, Rocket Pharmaceuticals, Inc. ("Rocket") and the other parties thereto (the "Merger Agreement") in exchange for 79,590 shares of Rocket common stock having a market value of $18.39 per share on the effective date of the merger.
F2 Represents shares of common stock underlying Company Time-Vesting RSUs (as defined in the Merger Agreement). Each unvested RSU outstanding immediately prior to the First Effective Time (as defined in the Merger Agreement) was accelerated, cancelled and converted into the right to receive a number of Rocket shares, rounded to the nearest whole number, equal to the number of shares of Issuer common stock underlying such Company Time-Vesting RSU multiplied by the Exchange Ratio (as defined in the Merger Agreement).
F3 Represents shares of common stock underlying restricted stock units granted pursuant to that certain Agreement and Plan of Merger, dated as of March 22, 2021, by and among the Issuer, Renovacor Holdings, Inc. and CHAQ 2 Merger Sub, Inc. (the "SPAC Merger Agreement") as Earnout RSU Awards (as defined in the SPAC Merger Agreement). Pursuant to the terms of the SPAC Merger Agreement, the Earnout RSU Awards have fully vested upon the consummation of the merger.
F4 The shares underlying the Earnout RSU Awards were cancelled and converted into the right to receive the Per Share Merger Consideration (as defined in the Merger Agreement).
F5 Represents Company Options (as defined in the Merger Agreement), whether vested or unvested, that were assumed by Rocket in the merger and replaced with an option to purchase a number of Rocket common stock equal to the product of (A) the number of Issuer shares subject to such Company Option as of immediately prior to the First Effective Time (as defined in the Merger Agreement), multiplied by (B) the Exchange Ratio (as defined in the Merger Agreement), rounded down to the nearest whole number of Rocket common stock, at an exercise price per Rocket common stock underlying such option equal to the quotient obtained by dividing (x) the per share exercise price of Company Options immediately prior to the First Effective Time by (y) the Exchange Ratio, rounded up to the nearest whole cent.
F6 Each Company Option described herein shall be subject to the same terms and conditions as applied to the corresponding Company Option as of immediately prior to the First Effective Time, except as otherwise provided in the Merger Agreement.