| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | CINC | Common Stock | Disposition pursuant to a tender of shares in a change of control transaction | -3.95M | -100% | 0 | Feb 24, 2023 | By 5AM Ventures VI, L.P. | F1, F2, F3 | ||
| transaction | CINC | Common Stock | Disposition pursuant to a tender of shares in a change of control transaction | -487K | -100% | 0 | Feb 24, 2023 | By 5AM Opportunities II, L.P. | F1, F2, F4 | ||
| transaction | CINC | Common Stock | Disposition pursuant to a tender of shares in a change of control transaction | -496K | -100% | 0 | Feb 24, 2023 | By 5AM Opportunities I, L.P. | F1, F2, F5 |
5AM Partners VI, LLC 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 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, each issued and outstanding Share was cancelled in exchange for (i) $26.00 per Share in cash (the "Cash Amount"), plus (ii) one contingent value right (each, a "CVR") per Share representing the right to receive a contingent payment of $10.00 per share, [continues to footnote (2)] |
| F2 | [continues from footnote (1)] in cash, upon the achievement of a specified milestone by December 31, 2033 (the Cash Amount plus one CVR, collectively, the "Offer Price"), in each case, without interest, subject to any applicable withholding taxes. Pursuant to the terms of the Merger Agreement, the Shares were tendered and disposed of at the Offer Acceptance Time (as defined in the Merger Agreement) in exchange for the right to receive the Offer Price. |
| F3 | Shares are held by 5AM Ventures VI, L.P. ("Ventures VI"). 5AM Partners VI, LLC ("Partners VI") is the sole general partner of Ventures VI. Dr. Kush Parmar and Andrew J. Schwab are the managing members of Partners VI and may be deemed to have shared voting and investment power over the shares beneficially owned by Ventures VI. Each of Partners VI, Dr. Parmar, and Mr. Schwab disclaims beneficial ownership of such shares except to the extent of its or his pecuniary interest therein. |
| F4 | Shares are held by 5AM Opportunities II, L.P. ("Opportunities II"). 5AM Opportunities II (GP), LLC ("Opportunities II GP") is the sole general partner of Opportunities II. Andrew J. Schwab and Dr. Kush Parmar are the managing members of Opportunities II GP and may be deemed to have shared voting and investment power over the shares beneficially owned by Opportunities II. Each of Opportunities II GP, Mr. Schwab and Dr. Parmar disclaims beneficial ownership of such shares except to the extent of its or his pecuniary interest therein. |
| F5 | Shares are held by 5AM Opportunities I, L.P. ("Opportunities"). 5AM Opportunities I (GP), LLC ("Opportunities GP") is the sole general partner of Opportunities. Andrew J. Schwab and Dr. Kush Parmar are the managing members of Opportunities GP and may be deemed to have shared voting and investment power over the shares beneficially owned by Opportunities. Each of Opportunities GP, Mr. Schwab and Dr. Parmar disclaims beneficial ownership of such shares except to the extent of its or his pecuniary interest therein. |