John F. Thero - Feb 24, 2023 Form 4 Insider Report for CinCor Pharma, Inc. (CINC)

Role: Director
Signature: /s/ Amanda Gonzalez Burton, Attorney-in-Fact
Stock symbol: CINC
Transactions as of: Feb 24, 2023
Transactions value $: $0
Form type: 4
Date filed: 2/24/2023, 05:35 PM
Previous filing: Feb 7, 2023
Next filing: Feb 12, 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	CINC	Stock Option (Right to Buy)	Disposed to Issuer		-36.3K	-100%		0	Feb 24, 2023	Common Stock	36.3K	$5.82	Direct	F1, F2
transaction	CINC	Stock Option (Right to Buy)	Disposed to Issuer		-58.8K	-100%		0	Feb 24, 2023	Common Stock	58.8K	$13.60	Direct	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

John F. Thero 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 Agreement and Plan of Merger (the "Merger Agreement"), dated as of January 8, 2023, by and among CinCor Pharma, Inc. (the "Issuer"), AstraZeneca Finance and Holdings Inc. ("Parent") and Cinnamon Acquisition, Inc., a wholly owned subsidiary of Parent ("Purchaser"), on February 24, 2023, Purchaser completed a tender offer for shares of common stock of the Issuer (each, a "Share") and thereafter merged with and into the Issuer, with the Issuer continuing as the surviving corporation and a wholly owned subsidiary of Parent (the "Merger").
F2	At the effective time of the Merger, pursuant to the Merger Agreement, each outstanding option with an exercise price less than $26.00 per share (the "Cash Amount") was accelerated and became fully vested and exercisable and was cancelled and automatically converted into the right to receive, without interest, (i) cash in an amount equal to the product of (1) the total number of Shares subject to such option as of immediately prior to the effective time of the merger multiplied by (2) the excess of the Cash Amount over the exercise price payable per Share under such option, and (ii) one contingent value right per Share subject to such option, representing the right to receive a contingent payment of $10.00 per share, in cash, upon the achievement of a specified milestone by December 31, 2033.

Content

Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of January 8, 2023, by and among CinCor Pharma, Inc. (the "Issuer"), AstraZeneca Finance and Holdings Inc. ("Parent") and Cinnamon Acquisition, Inc., a wholly owned subsidiary of Parent ("Purchaser"), on February 24, 2023, Purchaser completed a tender offer for shares of common stock of the Issuer (each, a "Share") and thereafter merged with and into the Issuer, with the Issuer continuing as the surviving corporation and a wholly owned subsidiary of Parent (the "Merger").

At the effective time of the Merger, pursuant to the Merger Agreement, each outstanding option with an exercise price less than $26.00 per share (the "Cash Amount") was accelerated and became fully vested and exercisable and was cancelled and automatically converted into the right to receive, without interest, (i) cash in an amount equal to the product of (1) the total number of Shares subject to such option as of immediately prior to the effective time of the merger multiplied by (2) the excess of the Cash Amount over the exercise price payable per Share under such option, and (ii) one contingent value right per Share subject to such option, representing the right to receive a contingent payment of $10.00 per share, in cash, upon the achievement of a specified milestone by December 31, 2033.