| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | MAXR | Common Stock | Award | +73.2K | +30.5% | 313K | May 3, 2023 | Direct | F1, F2 | ||
| transaction | MAXR | Common Stock | Disposed to Issuer | -313K | -100% | 0 | May 3, 2023 | Direct | F1, F2, F3 |
Leon Anthony Frazier 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 dated as of Dec. 15, 2022 by and among the Issuer, Galileo Parent, Inc., a Delaware corporation, Galileo Bidco, Inc., a Delaware corporation, and Galileo Topco, Inc., a Delaware corporation ("Merger Agreement"), the number of shares of Issuer common stock underlying restricted stock units previously awarded by the Issuer that were subject to performance-based vesting conditions was deemed to equal the target number of shares subject to the applicable award multiplied by the applicable performance percentage set forth in the Merger Agreement. In accordance with the Merger Agreement, these awards converted into the right to receive a cash payment (without interest and subject to applicable taxes) equal to the amount obtained by multiplying the foregoing number of shares underlying each such award by $53.00, with the aggregate amount of such payment rounded down to the nearest cent. |
| F2 | Includes 11,021 shares underlying restricted stock units that were granted in March 2023 and subject to time-based vesting conditions. Pursuant to the Merger Agreement (i) 33% of such RSUs were canceled and converted into a right to receive $53.00 per share of Issuer common stock covered by such RSUs (without interest and less any applicable withholding taxes) and (ii) 67% of such RSUs were converted into a right to receive a cash payment equal to $53.00 per share of Issuer common stock covered by such RSUs (without interest and less any applicable withholding taxes), to be distributed in two substantially equal installments on January 1, 2024 and January 1, 2025, subject to the holder's continued employment with the Issuer or earlier severance-qualifying termination. |
| F3 | Pursuant to the Merger Agreement, each share of Issuer common stock, par value $0.0001 per share, and each share of Issuer common stock underlying restricted stock units subject to time-based vesting conditions (except as described in footnote 2 with respect to time-based restricted stock units granted in 2023), automatically and without any required action by the Reporting Person, was converted into the right to receive a cash payment (without interest and subject to any applicable taxes) of $53.00. |