Eric Bjerkholt - Aug 11, 2023 Form 4 Insider Report for CHINOOK THERAPEUTICS, INC. (KDNY)

Role
Chief Financial Officer
Signature
/s/ Kirk Schumacher, Attorney-in-Fact
Stock symbol
KDNY
Transactions as of
Aug 11, 2023
Transactions value $
-$7,923,993
Form type
4
Date filed
8/11/2023, 04:05 PM
Previous filing
Jun 9, 2023
Next filing
Aug 23, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction KDNY Common Stock Disposed to Issuer -39.4K -100% 0 Aug 11, 2023 Direct 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 KDNY Stock Option (Right to Buy) Disposed to Issuer -$3.77M -145K -100% $26.02 0 Aug 11, 2023 Common Stock 145K $13.98 Direct F3
transaction KDNY Stock Option (Right to Buy) Disposed to Issuer -$535K -21.5K -100% $24.86 0 Aug 11, 2023 Common Stock 21.5K $15.14 Direct F4
transaction KDNY Stock Option (Right to Buy) Disposed to Issuer -$2.38M -88K -100% $27.10 0 Aug 11, 2023 Common Stock 88K $12.90 Direct F5
transaction KDNY Stock Option (Right to Buy) Disposed to Issuer -$1.24M -84K -100% $14.73 0 Aug 11, 2023 Common Stock 84K $25.27 Direct F6
transaction KDNY Restricted Stock Units Disposed to Issuer -16.4K -100% 0 Aug 11, 2023 Common Stock 16.4K Direct F7, F8
transaction KDNY Restricted Stock Units Disposed to Issuer -2.44K -100% 0 Aug 11, 2023 Common Stock 2.44K Direct F7, F9
transaction KDNY Restricted Stock Units Disposed to Issuer -14.7K -100% 0 Aug 11, 2023 Common Stock 14.7K Direct F7, F10
transaction KDNY Restricted Stock Units Disposed to Issuer -21K -100% 0 Aug 11, 2023 Common Stock 21K Direct F7, F11
transaction KDNY Restricted Stock Units Disposed to Issuer -8.4K -100% 0 Aug 11, 2023 Common Stock 8.4K Direct F7, F12
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Eric Bjerkholt is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 The number of shares reported includes 504 shares of the Issuer's Common Stock acquired, since that date of the reporting person's previous Form 4 filing, pursuant to the Issuer's employee stock purchase plan in transactions exempt from reporting under Rules 16b-3(c) and 16b-3(d).
F2 The reported securities were disposed of pursuant to the Merger Agreement (defined in the Remarks below). Upon effectiveness of the Merger (defined in the Remarks below), in exchange for each share of the Issuer's Common Stock, the reporting person received: (i) $40.00 in cash, without interest and less applicable withholding taxes; and (ii) one contractual contingent value right (each, a "CVR"), entitling the reporting person to additional cash payments upon the achievement of certain future business milestones pursuant to the Contingent Value Rights Agreement (the "Contingent Value Rights Agreement") entered into concurrent with completion of the Merger.
F3 This stock option award, which provided for 25% of the award to vest on November 30, 2021 and ratable vesting in 36 additional monthly installments thereafter, became fully vested and was canceled upon effectiveness of the Merger, and was converted into the right to receive, with respect to each share of the Issuer's Common Stock underlying such option, (i) a cash payment representing the excess, if any, of the per share merger consideration ($40.00 per share) over the per share exercise price for such option, without interest, and (ii) one CVR, entitling the reporting person to additional cash payments upon the achievement of certain future business milestones pursuant to the Contingent Value Rights Agreement entered into concurrent with the completion of the Merger, in each case subject to applicable withholding taxes.
F4 This stock option award, which provided for 25% of the award to vest on February 10, 2022 and ratable vesting in 36 additional monthly installments thereafter, became fully vested and was canceled upon effectiveness of the Merger, and was converted into the right to receive, with respect to each share of the Issuer's Common Stock underlying such option, (i) a cash payment representing the excess, if any, of the per share merger consideration ($40.00 per share) over the per share exercise price for such option, without interest, and (ii) one CVR, entitling the reporting person to additional cash payments upon the achievement of certain future business milestones pursuant to the Contingent Value Rights Agreement entered into concurrent with the completion of the Merger, in each case subject to applicable withholding taxes.
F5 This stock option award, which provided for 25% of the award to vest on January 31, 2023 and ratable vesting in 36 additional monthly installments thereafter, became fully vested and was canceled upon effectiveness of the Merger, and was converted into the right to receive, with respect to each share of the Issuer's Common Stock underlying such option, (i) a cash payment representing the excess, if any, of the per share merger consideration ($40.00 per share) over the per share exercise price for such option, without interest, and (ii) one CVR, entitling the reporting person to additional cash payments upon the achievement of certain future business milestones pursuant to the Contingent Value Rights Agreement entered into concurrent with the completion of the Merger, in each case subject to applicable withholding taxes.
F6 This stock option award, which provided for 25% of the award to vest on January 31, 2024 and ratable vesting in 36 additional monthly installments thereafter, became fully vested and was canceled upon effectiveness of the Merger, and was converted into the right to receive, with respect to each share of the Issuer's Common Stock underlying such option, (i) a cash payment representing the excess, if any, of the per share merger consideration ($40.00 per share) over the per share exercise price for such option, without interest, and (ii) one CVR, entitling the reporting person to additional cash payments upon the achievement of certain future business milestones pursuant to the Contingent Value Rights Agreement entered into concurrent with the completion of the Merger, in each case subject to applicable withholding taxes.
F7 When granted, each restricted stock unit ("RSU") represented a contingent right to receive one share of the Issuer's Common Stock upon settlement.
F8 When granted, the RSU award provided for ratable vesting in annual installments of one-third beginning on November 30, 2021. Pursuant to the Merger Agreement, at the effective time of the Merger, the RSU award was cancelled and converted into the right to receive, with respect to each share of the Issuer's Common Stock underlying such RSU, (i) a cash payment equal to $40.00 (without interest and subject to any applicable tax withholding), and (ii) one CVR.
F9 When granted, the RSU award provided for ratable vesting in annual installments of one-third beginning on February 10, 2022. Pursuant to the Merger Agreement, at the effective time of the Merger, the RSU award was cancelled and converted into the right to receive, with respect to each share of the Issuer's Common Stock underlying such RSU, (i) a cash payment equal to $40.00 (without interest and subject to any applicable tax withholding), and (ii) one CVR.
F10 When granted, the RSU award provided for ratable vesting in annual installments of one-third beginning on January 31, 2023. Pursuant to the Merger Agreement, at the effective time of the Merger, the RSU award was cancelled and converted into the right to receive, with respect to each share of the Issuer's Common Stock underlying such RSU, (i) a cash payment equal to $40.00 (without interest and subject to any applicable tax withholding), and (ii) one CVR.
F11 When granted, the RSU award provided for ratable vesting in annual installments of one-third beginning on January 31, 2024. Pursuant to the Merger Agreement, at the effective time of the Merger, the RSU award was cancelled and converted into the right to receive, with respect to each share of the Issuer's Common Stock underlying such RSU, (i) a cash payment equal to $40.00 (without interest and subject to any applicable tax withholding), and (ii) one CVR.
F12 When granted, the RSU award provided for the vesting of restricted stock units for shares of the Issuer's Common Stock contingent upon the achievement of certain performance-based vesting conditions. Pursuant to the Merger Agreement, at the effective time of the Merger, the performance-based RSU award was cancelled and converted into the right to receive, with respect to each share of the Issuer's Common Stock underlying such RSU, (i) a cash payment equal to $40.00 (without interest and subject to any applicable tax withholding), and (ii) one CVR.

Remarks:

The reported securities were disposed of by the reporting person pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of June 11, 2023, by and among Novartis AG, a company organized under the laws of Switzerland ("Parent"), Cherry Merger Sub Inc., a Delaware corporation and an indirect wholly owned subsidiary of Parent ("Merger Sub"), and the Issuer, which was previously disclosed by the Issuer on its Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on June 12, 2023 (File No. 001-37345). In connection with the closing of the transactions contemplated by the Merger Agreement, on August 11, 2023, Merger Sub merged (the "Merger") with and into the Issuer, with the Issuer surviving as a wholly-owned subsidiary of Parent.