Paul Edward Walker - Nov 17, 2021 Form 4 Insider Report for Trillium Therapeutics Inc. (TRIL)

Role
Director
Signature
/s/ Sasha Keough, attorney-in-fact
Stock symbol
TRIL
Transactions as of
Nov 17, 2021
Transactions value $
$0
Form type
4
Date filed
11/19/2021, 02:34 PM
Previous filing
Oct 19, 2021
Next filing
Dec 27, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction TRIL Common Shares Disposed to Issuer $0 -5.74M -100% $0.00* 0 Nov 17, 2021 See Note 2 F1, 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 TRIL Warrant to Purchase Common Shares Disposed to Issuer $0 -850K -100% $0.00* 0 Nov 17, 2021 Common Shares 850K $0.96 See Note 2 F3
transaction TRIL Series II Non-Voting Convertible First Preferred Shares Disposed to Issuer $0 -6.75M -100% $0.00* 0 Nov 17, 2021 Common Shares 6.75M $0.00 See Note 2 F1
transaction TRIL Warrant to Purchase Series II Preferred Shares Disposed to Issuer $0 -5.4M -100% $0.00* 0 Nov 17, 2021 Series II Non-Voting Convertible First Preferred Shares 5.4M $0.96 See Note 2 F3
transaction TRIL Stock Option (Right to Buy) Disposed to Issuer $0 -40K -100% $0.00* 0 Nov 17, 2021 Common Shares 40K $12.03 Direct F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Paul Edward Walker is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 On November 17, 2021, PF Argentum Acquisition ULC, an indirect wholly owned subsidiary of Pfizer, Inc. (the "Purchaser") acquired all of the outstanding common shares of Trillium Therapeutics Inc. (the "Issuer") under a plan of arrangement pursuant to the Canada Business Corporations Act (British Columbia) (the "Plan of Arrangement"), whereby the Issuer became a wholly owned subsidiary of the Purchaser. At the Effective Time (the "Effective Time") of the Plan of Arrangement, all common shares and preferred shares (collectively, "Shares") of the Issuer that were issued and outstanding immediately prior to the Effective Time were converted into the right to receive $18.50 per share in cash (the "Consideration").
F2 The Reporting Person is a manager of NEA 16 GP, LLC, which is the sole general partner of NEA Partners 16, L.P. ("NEA Partners 16"). NEA Partners 16 is the sole general partner of New Enterprise Associates 16, L.P. ("NEA 16"). NEA 16 is the sole member of Growth Equity Opportunities Fund V, LLC ("GEO V"), which is the direct beneficial owner of the securities. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the securities held by GEO V in which the Reporting Person has no pecuniary interest.
F3 At the Effective Time, each warrant to purchase Shares (a "Warrant") outstanding immediately prior to the Effective Time was transferred to the Issuer for, at the holder's election: (x) a cash payment equal to the amount by which the Consideration exceeded the per share exercise price such Warrant, or (y) a cash payment equal to the amount by which the Black-Scholes value of such exceeded the per share exercise price of such Warrant.
F4 At the Effective Time, each option to purchase Shares (an "Option") outstanding immediately prior to the Effective Time was deemed to be assigned and transferred to the Issuer in exchange for a cash payment equal to the amount by which the Consideration exceeded the per share exercise price of such Option.