Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
---|---|---|---|---|---|---|---|---|---|---|---|
transaction | PRVB | Common Stock | Disposition pursuant to a tender of shares in a change of control transaction | -15.6M | -100% | 0 | Apr 27, 2023 | Direct | F1, F2 |
Sessa Capital (Master), L.P. is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
Id | Content |
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F1 | Reflects the disposition of Issuer common stock pursuant to an Agreement and Plan of Merger dated March 12, 2023, in which Zest Acquisition Sub, Inc. ("Purchaser"), an indirect wholly-owned subsidiary of Sanofi S.A., commenced a tender offer on March 24, 2023 (the "Offer") to purchase all of the issued and outstanding shares (the "Shares") of common stock, par value $0.0001 per share, of the Issuer at a price of $25.00 per Share in cash. The Issuer has reported that, as of the expiration of the Offer at one minute after 11:59 p.m., Eastern Time, on April 26, 2023, 74,490,556 Shares had been validly tendered and not validly withdrawn pursuant to the Offer. On April 27, 2023, Purchaser irrevocably accepted for payment all Shares that were validly tendered and not validly withdrawn. The Issuer further reported that on April 27, 2023, following consummation of the Offer, Purchaser merged with and into the Issuer, with the Issuer as the surviving corporation. |
F2 | These securities of the Issuer are beneficially owned by (i) Sessa Capital (Master), L.P. (the "Fund"), as a result of direct beneficial ownership of the securities, (ii) Sessa Capital GP, LLC, indirectly as a result of being the sole general partner of the Fund, (iii) Sessa Capital IM, L.P., indirectly as a result of being the investment adviser for the Fund, (iv) Sessa Capital IM GP, LLC, indirectly as a result of being the sole general partner of Sessa Capital IM, L.P., and (v) John Petry, indirectly as a result of being the manager of Sessa Capital GP, LLC and Sessa Capital IM GP, LLC. Each of the Reporting Persons and Mr. Petry disclaim beneficial ownership of any securities reported by any person except to the extent of their pecuniary interest therein. |