Steven H. Stein - Feb 14, 2024 Form 4 Insider Report for Theseus Pharmaceuticals, Inc. (THRX)

Role
Director
Signature
/s/ Bradford Dahms, Attorney-in-Fact
Stock symbol
THRX
Transactions as of
Feb 14, 2024
Transactions value $
$0
Form type
4
Date filed
2/14/2024, 04:03 PM
Previous filing
Jan 22, 2024
Next filing
Jun 20, 2024

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 -3.25K -100% 0 Feb 14, 2024 Common Stock 3.25K Direct F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Steven H. Stein is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 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.
F2 Each Issuer restricted stock unit ("Issuer RSU") represents a contingent right to receive one Share.
F3 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) $4.05 per Share in cash, without interest and subject to any withholding of taxes; and (ii) one non-transferable contractual contingent value right per Share subject to such Issuer RSU, 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.