Michelle Renee Griffin - Aug 11, 2023 Form 4 Insider Report for CHINOOK THERAPEUTICS, INC. (KDNY)

Role
Director
Signature
/s/ Kirk Schumacher, Attorney-in-Fact
Stock symbol
KDNY
Transactions as of
Aug 11, 2023
Transactions value $
-$1,078,790
Form type
4
Date filed
8/11/2023, 04:09 PM
Previous filing
May 31, 2023
Next filing
Mar 6, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction KDNY Common Stock Disposed to Issuer -3.3K -100% 0 Aug 11, 2023 Direct F1

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 -$593K -23.5K -100% $25.23 0 Aug 11, 2023 Common Stock 23.5K $14.77 Direct F2
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 F3
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 F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Michelle Renee Griffin is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

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 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.
F3 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.

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.