D. Dahms - Feb 14, 2024 Form 4 Insider Report for Theseus Pharmaceuticals, Inc. (THRX)

Signature
/s/ Bradford Dahms
Stock symbol
THRX
Transactions as of
Feb 14, 2024
Transactions value $
$0
Form type
4
Date filed
2/14/2024, 04:00 PM
Previous filing
Mar 2, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction THRX Common Stock Disposition pursuant to a tender of shares in a change of control transaction -8.15K -100% 0 Feb 14, 2024 Direct F1, F2, F3

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 THRX Restricted Stock Units Disposed to Issuer -17.5K -100% 0 Feb 14, 2024 Common Stock 17.5K Direct F4, F5
transaction THRX Stock Option (Right to Buy) Disposed to Issuer -332K -100% 0 Feb 14, 2024 Common Stock 332K $4.03 Direct F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

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

Explanation of Responses:

Id Content
F1 Includes 2,008 shares acquired under the Issuer's employee stock purchase plan on May 12, 2023.
F2 Pursuant to the terms of that certain Agreement and Plan of Merger (the "Merger Agreement"), dated as of December 22, 2023, by and among the Issuer, Concentra Biosciences, LLC, a Delaware limited liability company ("Parent") and Concentra Merger Sub II, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), Merger Sub completed a tender offer for shares of common stock of the Issuer (each, a "Share") and thereafter merged with and into the Issuer, effective as of February 14, 2024 (the "Effective Time") with the Issuer surviving the merger.
F3 At the Effective Time, each issued and outstanding Share was cancelled and converted into the right to receive (a) $4.05 per Share in cash (the "Cash Amount"), subject to any applicable withholding taxes and without interest, plus (b) one non-transferable contractual contingent value right per Share (each, a "CVR"), which represents the right to receive potential payments, in cash, subject to any applicable tax withholding and without interest, all upon the terms and subject to the conditions as set forth in the Offer to Purchase, as amended, and in the related Letter of Transmittal.
F4 Each Issuer restricted stock unit ("Issuer RSU") represents a contingent right to receive one Share.
F5 Pursuant to the terms of the Merger Agreement, each outstanding Issuer RSU that was outstanding and unvested immediately prior to the Effective Time vested in full. At the Effective Time, each Issuer RSU then outstanding was cancelled and converted into (i) a cash payment equal to the product of (A) the total number of Shares then underlying such Issuer RSU multiplied by (B) the Cash Amount, without interest and subject to any withholding of taxes; and (ii) one CVR for each Share subject to such Issuer RSU.
F6 Pursuant to the terms of the Merger Agreement, immediately prior to the Effective Time, each outstanding and unvested option to purchase Shares granted under an Issuer equity plan (each, an "Issuer Stock Option") vested in full. Pursuant to the terms of the Merger Agreement, at the Effective Time, each Issuer Stock Option with an exercise price that is less than the Cash Amount was cancelled and converted into the right to receive (i) a cash payment equal to the product of (A) the excess, if any, of the Cash Amount over the exercise price payable per Share with respect to such Issuer Stock Option, multiplied by (B) the total number of Shares subject to such Issuer Stock Option immediately prior to the Effective Time and (ii) one CVR for each Share underlying such Issuer Stock Option.