| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | OYST | Common Stock | Disposed to Issuer | -11.1K | -75.59% | 3.57K | Jan 3, 2023 | Direct | F1, F2 | ||
| transaction | OYST | Common Stock | Disposed to Issuer | -3.57K | -100% | 0 | Jan 3, 2023 | Direct | F3 | ||
| transaction | OYST | Common Stock | Disposition pursuant to a tender of shares in a change of control transaction | -415K | -100% | 0 | Jan 3, 2023 | See Footnotes | F1, F2, F4 | ||
| transaction | OYST | Common Stock | Disposition pursuant to a tender of shares in a change of control transaction | -2.47K | -100% | 0 | Jan 3, 2023 | See Footnotes | F1, F2, F5 | ||
| transaction | OYST | Common Stock | Disposition pursuant to a tender of shares in a change of control transaction | -2.24M | -100% | 0 | Jan 3, 2023 | See Footnotes | F1, F2, F6 | ||
| transaction | OYST | Common Stock | Disposition pursuant to a tender of shares in a change of control transaction | -1M | -100% | 0 | Jan 3, 2023 | See Footnotes | F1, F2, F7 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | OYST | Stock Option (Right to Buy) | Disposed to Issuer | -5.36K | -100% | 0 | Jan 3, 2023 | Common Stock | 5.36K | $3.63 | Direct | F8, F9 | ||
| transaction | OYST | Stock Option (Right to Buy) | Disposed to Issuer | -5.2K | -100% | 0 | Jan 3, 2023 | Common Stock | 5.2K | $17.74 | Direct | F8, F9 |
Clare Ozawa is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| Id | Content |
|---|---|
| F1 | Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated November 7, 2022, among the Issuer, Iris Purchaser Inc. ("Purchaser"), a wholly owned subsidiary of Viatris, Inc. ("Viatris"), and Viatris, Purchaser commenced a tender offer (the "Offer") to purchase all the outstanding common stock of the Issuer for the Per Share Price (as defined below). On January 3, 2023, the Offer was consummated, after which Purchaser merged with and into the Issuer with the Issuer continuing as the surviving corporation and a wholly owned subsidiary of Viatris (the "Merger"). At the consummation of the Offer and the Merger, respectively, (i) Purchaser purchased all shares of Issuer's common stock that were validly tendered pursuant to the Offer for a cash payment equal to the Per Share Price and (ii) each share of the Issuer's common stock that was issued and outstanding immediately prior to the effective time of the Merger (the "Effective Time")(continued in Footnote 2) |
| F2 | (other than shares that were held (a) by the Issuer (including any treasury shares) or by Viatris or Purchaser or any other direct or indirect wholly owned subsidiary of Viatris or (b) by stockholders of the Issuer who had properly exercised and perfected, and not withdrawn or otherwise lost, their appraisal rights under the Delaware General Corporate Law) was cancelled and converted into the right to receive (a) a cash payment of $11.00 per share (the "Cash Amount") and (b) one non-transferable contractual contingent value right representing the right to receive any applicable milestone payment if specified milestones are achieved (the "Milestone Payment" and together with the Cash Amount, the "Per Share Price") pursuant to a Contingent Value Rights Agreement, dated January 3, 2023, by and between Viatris and American Stock Transfer & Trust Company, LLC as Rights Agent. |
| F3 | This line item represents restricted stock units held by the Reporting Person. Upon the Merger, which constituted a "change of control" under the Issuer's Outside Director Compensation Policy, vesting of the Reporting Person's outstanding unvested restricted stock units was accelerated and each restricted stock unit was canceled in exchange for a cash payment equal to the Per Share Price less applicable tax withholdings. |
| F4 | Shares held by Versant Venture Capital IV, L.P. ("Versant IV"). The Reporting Person disclaims beneficial ownership of the shares held by Versant IV, except to the extent of her pecuniary interest therein. |
| F5 | Shares held by Versant Side Fund IV, L.P. ("Versant Side Fund IV"). The Reporting Person disclaims beneficial ownership of the shares held by Versant Side Fund IV, except to the extent of her pecuniary interest therein. |
| F6 | Shares held by Versant Venture Capital VI, L.P. ("Versant VI"). Versant Ventures VI GP-GP, LLC ("Versant Ventures VI GP-GP") is the sole general partner of Versant Ventures VI GP, L.P. ("Versant Ventures VI GP") and Versant Ventures VI GP is the sole general partner of Versant VI. The Reporting Person, a member of the Issuer's board of directors, is a managing member of Versant Ventures VI GP-GP and may be deemed to share voting and dispositive power over the shares held by Versant VI. Each of Versant Ventures VI GP-GP, Versant Ventures VI GP and the Reporting Person disclaims beneficial ownership of the shares held by Versant VI, except to the extent of their respective pecuniary interests therein. |
| F7 | Shares held by Versant Vantage I, L.P. ("Versant Vantage"). Versant Vantage I GP-GP, LLC ("Versant Vantage I GP-GP") is the sole general partner of Versant Vantage I GP, L.P. ("Versant Vantage I GP") and Versant Vantage I GP is the sole general Partner of Versant Vantage. The Reporting Person, a member of the Issuer's board of directors, is a managing member of Versant Vantage I GP-GP and may be deemed to share voting and dispositive power over the shares held by Versant Vantage. Each of Versant Vantage I GP-GP, Versant Vantage I GP, and the Reporting Person disclaims beneficial ownership of the shares held by Versant Vantage, except to the extent of their respective pecuniary interests therein. |
| F8 | This line item represents stock options held by the Reporting Person. Upon the Merger, which constituted a "change of control" under the Issuer's Outside Director Compensation Policy, vesting of the Reporting Person's outstanding unvested stock options were accelerated, each such stock option became immediately exercisable and was canceled in exchange for a cash payment equal to the excess, if any, of the Per Share Price over the exercise price applicable to such stock option, less applicable tax withholdings. |
| F9 | Each vested option that has an exercise price per share that is equal to or greater than the Per Share Price will be canceled for no consideration. |