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

Role: Director
Signature: /s/ Jeff Woodley, Attorney-in-Fact
Stock symbol: RYZB
Transactions as of: Feb 26, 2024
Transactions value $: $0
Form type: 4
Date filed: 2/27/2024, 04:51 PM
Previous filing: Sep 14, 2023
Next filing: Jun 18, 2024

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Shares	Change %	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	RYZB	Employee Stock Option (right to buy)	Disposed to Issuer	-59.4K	-100%	Feb 26, 2024	Common Stock	59.4K	$1.86	Direct	F1, F2
transaction	RYZB	Employee Stock Option (right to buy)	Disposed to Issuer	-14.3K	-100%	Feb 26, 2024	Common Stock	14.3K	$3.24	Direct	F1, F2
transaction	RYZB	Employee Stock Option (right to buy)	Disposed to Issuer	-40.8K	-100%	Feb 26, 2024	Common Stock	40.8K	$3.24	Direct	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Yi Larson 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 as of December 25, 2023, by and among RayzeBio, Inc. (the "Issuer"), Bristol-Myers Squibb Company ("BMS") and, by way of a joinder dated as of 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").
F2	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.

Content

Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of December 25, 2023, by and among RayzeBio, Inc. (the "Issuer"), Bristol-Myers Squibb Company ("BMS") and, by way of a joinder dated as of 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").

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.