| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | KDNY | Common Stock | Disposed to Issuer | -447K | -100% | 0 | Aug 11, 2023 | Direct | F1 | ||
| transaction | KDNY | Common Stock | Disposed to Issuer | -2.11M | -100% | 0 | Aug 11, 2023 | See Footnote | F1, F2 | ||
| transaction | KDNY | Common Stock | Disposed to Issuer | -719K | -100% | 0 | Aug 11, 2023 | See Footnote | F1, F3 | ||
| transaction | KDNY | Common Stock | Disposed to Issuer | -211K | -100% | 0 | Aug 11, 2023 | See Footnote | F1, F4 |
| 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 | -$593K | -23.5K | -100% | $25.23 | 0 | Aug 11, 2023 | Common Stock | 23.5K | $14.77 | Direct | F5 |
| transaction | KDNY | Stock Option (Right to Buy) | Disposed to Issuer | -$138K | -5.95K | -100% | $23.19 | 0 | Aug 11, 2023 | Common Stock | 5.95K | $16.81 | Direct | F6 |
| transaction | KDNY | Stock Option (Right to Buy) | Disposed to Issuer | -$347K | -13.3K | -100% | $26.12 | 0 | Aug 11, 2023 | Common Stock | 13.3K | $13.88 | Direct | F6 |
Davis Jerel is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| Id | Content |
|---|---|
| F1 | 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. |
| F2 | These securities are held of record by Versant Venture Capital VII, L.P. ("Versant VII"). Versant Ventures VII GP, L.P. ("Versant Ventures VII GP") is the general partner of Versant VII, and Versant Ventures VII GP-GP, LLC ("Versant Ventures VII GP-GP") is the general partner of Versant Ventures VII GP. Jerel C. Davis is a member of the Issuer's board of directors and is a managing director of Versant Ventures VII GP-GP and may be deemed to share voting and dispositive power over the shares held by Versant VII. Each of Jerel C. Davis, Versant Ventures VII GP-GP, and Versant Ventures VII GP disclaims beneficial ownership of the shares held by Versant VII, except to the extent of their respective pecuniary interests therein. |
| F3 | These securities are held of record by Versant Voyageurs I, L.P. ("Versant Voyageurs I"). Versant Voyageurs I GP Company is the general partner of Versant Voyageurs I. Jerel C. Davis is a member of the Issuer's board of directors and is a director of Versant Voyageurs I GP Company and may be deemed to share voting and dispositive power over the shares held by Versant Voyageurs I. Each of Jerel C. Davis and Versant Voyageurs I GP Company disclaims beneficial ownership of the shares held by Versant Voyageurs I, except to the extent of their respective pecuniary interests therein. |
| F4 | These securities are held of record by Versant Voyageurs I Parallel, L.P. ("Versant I Parallel"). Versant Voyageurs I GP, L.P. ("Versant Voyageurs I GP") is the general partner of Versant I Parallel. Versant Ventures VI GP, L.P. ("Versant Ventures VI GP") is the general partner of Versant Voyageurs I GP. Versant Ventures VI GP-GP, LLC ("Versant Ventures VI GP-GP") is the general partner of Versant Ventures VI GP. Jerel C. Davis is a member of the Issuer's board of directors and is a managing director of Versant Ventures VI GP-GP and may be deemed to share voting and dispositive power over the shares held by Versant I Parallel. Each of Jerel C. Davis, Versant Ventures VI GP-GP, Versant Ventures VI GP, and Versant Voyageurs I GP disclaims beneficial ownership of the shares held by Versant I Parallel, except to the extent of their respective pecuniary interests therein. |
| F5 | This stock option award, which provided for ratable vesting in 36 monthly installments beginning on November 6, 2020, 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 vested in full upon the earlier of the one year anniversary of the grant date or the date of the Issuer's next annual stockholders' meeting, 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. |
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.