Susan Moran - Feb 26, 2024 Form 4 Insider Report for RayzeBio, Inc. (RYZB)

Role
CHIEF MEDICAL OFFICER
Signature
/s/ Jeff Woodley, Attorney-in-Fact
Stock symbol
RYZB
Transactions as of
Feb 26, 2024
Transactions value $
-$20,215,938
Form type
4
Date filed
2/27/2024, 04:45 PM
Previous filing
Feb 6, 2024
Next filing
May 9, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction RYZB Common Stock Disposed to Issuer -$20.2M -323K -100% $62.50 0 Feb 26, 2024 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 RYZB Employee Stock Option (right to buy) Disposed to Issuer -60.8K -100% 0 Feb 26, 2024 Common Stock 60.8K $3.24 Direct F3
transaction RYZB Employee Stock Option (right to buy) Disposed to Issuer -77.8K -100% 0 Feb 26, 2024 Common Stock 77.8K $3.24 Direct F3
transaction RYZB Employee Stock Option (right to buy) Disposed to Issuer -195K -100% 0 Feb 26, 2024 Common Stock 195K $3.24 Direct F3
transaction RYZB Employee Stock Option (right to buy) Disposed to Issuer -164K -100% 0 Feb 26, 2024 Common Stock 164K $22.72 Direct F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

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

Explanation of Responses:

Id Content
F1 Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated December 25, 2023, by and among RayzeBio, Inc. (the "Issuer"), Bristol-Myers Squibb Company ("BMS") and, by way of a joinder dated December 26, 2023, Rudolph Merger Sub Inc., a wholly owned subsidiary of BMS ("Purchaser"), on February 22, 2024, 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 BMS (the "Merger"). 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 $62.50 per Share in cash, without interest, subject to any applicable withholding of taxes (the "Cash Amount"). At the effective time of the Merger, each issued and outstanding Share was cancelled in exchange for the Cash Amount.
F2 Includes 808 shares acquired pursuant to the Issuer's Employee Stock Purchase Plan on February 22, 2024.
F3 At the effective time of the Merger, pursuant to the Merger Agreement, each outstanding option was accelerated and became fully vested and exercisable and was cancelled and automatically converted into the right to receive cash, without interest, in an amount equal to the product of (i) the total number of Shares subject to such option multiplied by (ii) the excess of (x) $62.50 per Share over (y) the exercise price payable per Share under such option, which amount will be subject to any withholding taxes.