Richard A. Heyman - 26 Feb 2024 Form 4 Insider Report for RayzeBio, Inc.

Role: Director
Signature: /s/ Jeff Woodley, Attorney-in-Fact
Issuer symbol: N/A
Transactions as of: 26 Feb 2024
Net transactions value: -$22,965,375
Form type: 4
Filing time: 27 Feb 2024, 16:59:10 UTC
Previous filing: 20 Feb 2024
Next filing: 21 Mar 2024
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	RYZB	Common Stock	Disposed to Issuer	$22,965,375	-367,446	-100%	$62.50	0	26 Feb 2024	Direct	F1

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

Richard A. Heyman 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.

Content

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.