Bayer Aktiengesellschaft - Jun 22, 2021 Form 4 Insider Report for Century Therapeutics, Inc. (IPSC)

Role
10%+ Owner
Signature
/s/ Christian Bank, on behalf of Bayer Aktiengesellschaft
Stock symbol
IPSC
Transactions as of
Jun 22, 2021
Transactions value $
$15,000,000
Form type
4
Date filed
6/23/2021, 04:41 PM
Previous filing
Jun 17, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction IPSC Common Stock Conversion of derivative security +10.4M 10.4M Jun 22, 2021 Direct F1, F2
transaction IPSC Common Stock Conversion of derivative security +1.54M +14.78% 11.9M Jun 22, 2021 Direct F2, F3
transaction IPSC Common Stock Purchase $15M +750K +6.29% $20.00* 12.7M Jun 22, 2021 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 IPSC Series B Preferred Stock Conversion of derivative security -26.1M -100% 0 Jun 22, 2021 Common Stock 10.4M Direct F1, F2
transaction IPSC Series C Preferred Stock Conversion of derivative security -3.86M -100% 0 Jun 22, 2021 Common Stock 1.54M Direct F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Shares of Series B Preferred Stock converted into shares of Common Stock at the closing of the Issuer's initial public offering at a 2.5161-for-1 conversion ratio for no consideration, and had no expiration date.
F2 The securities reported are held directly by Bayer World Investments B.V., a Dutch private limited company, which is an indirect, wholly owned subsidiary of Bayer Aktiengesellschaft, a German stock corporation. Accordingly, Bayer Aktiengesellschaft may be deemed to be an indirect beneficial owner of the shares beneficially owned directly by Bayer World Investments B.V.
F3 Shares of Series C Preferred Stock converted into shares of Common Stock at the closing of the Issuer's initial public offering at a 2.5161-for-1 conversion ratio for no consideration, and had no expiration date.