Nancy Wysenski - Apr 27, 2023 Form 4 Insider Report for Provention Bio, Inc. (PRVB)

Role: Director
Signature: /s/ Thierry Chauche, as attorney-in-fact
Stock symbol: PRVB
Transactions as of: Apr 27, 2023
Transactions value $: $0
Form type: 4
Date filed: 4/27/2023, 06:09 PM
Previous filing: Apr 5, 2023
Next filing: May 10, 2023

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	PRVB	Option to Purchase Common Stock	Disposed to Issuer	-129K	-100%	Apr 27, 2023	Common Stock	129K	$13.16	Direct	F1, F2
transaction	PRVB	Option to Purchase Common Stock	Disposed to Issuer	-22.2K	-100%	Apr 27, 2023	Common Stock	22.2K	$12.62	Direct	F1, F2
transaction	PRVB	Option to Purchase Common Stock	Disposed to Issuer	-23K	-100%	Apr 27, 2023	Common Stock	23K	$6.80	Direct	F1, F2
transaction	PRVB	Option to Purchase Common Stock	Disposed to Issuer	-33K	-100%	Apr 27, 2023	Common Stock	33K	$4.52	Direct	F1, F2

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

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

Explanation of Responses:

Id	Content
F1	This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of March 12, 2023, by and among the Issuer, Sanofi S.A. ("Parent"), and Zest Acquisition Sub, Inc., an indirect wholly owned subsidiary of Parent ("Purchaser"), pursuant to which Purchaser completed a tender offer for shares of common stock of the Issuer ("Company Common Stock") and thereafter merged with and into the Issuer (the "Merger") effective as of April 27, 2023 (the "Effective Time"). Pursuant to the actions of the board of directors of the Issuer and in accordance with the terms of the Merger Agreement, at the Effective Time, each option to purchase shares of Company Common Stock granted under an Issuer equity plan (each, a "Company Stock Option") that was outstanding and unvested immediately prior to the Effective Time vested in full.
F2	As of the Effective Time, each Company Stock Option that was outstanding and vested immediately prior to the Effective Time was cancelled, and, in exchange therefor, the holder of such cancelled Company Stock Option became entitled to receive in consideration of the cancellation of such Company Stock Option, an amount in cash (without interest and less applicable tax withholdings) equal to the product of (x) the total number of shares of Company Common Stock subject to such Company Stock Option immediately prior to the Effective Time multiplied by (y) the excess, if any, of $25.00 over the applicable exercise price per share of Company Common Stock under such Company Stock Option.

Content

This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of March 12, 2023, by and among the Issuer, Sanofi S.A. ("Parent"), and Zest Acquisition Sub, Inc., an indirect wholly owned subsidiary of Parent ("Purchaser"), pursuant to which Purchaser completed a tender offer for shares of common stock of the Issuer ("Company Common Stock") and thereafter merged with and into the Issuer (the "Merger") effective as of April 27, 2023 (the "Effective Time"). Pursuant to the actions of the board of directors of the Issuer and in accordance with the terms of the Merger Agreement, at the Effective Time, each option to purchase shares of Company Common Stock granted under an Issuer equity plan (each, a "Company Stock Option") that was outstanding and unvested immediately prior to the Effective Time vested in full.

As of the Effective Time, each Company Stock Option that was outstanding and vested immediately prior to the Effective Time was cancelled, and, in exchange therefor, the holder of such cancelled Company Stock Option became entitled to receive in consideration of the cancellation of such Company Stock Option, an amount in cash (without interest and less applicable tax withholdings) equal to the product of (x) the total number of shares of Company Common Stock subject to such Company Stock Option immediately prior to the Effective Time multiplied by (y) the excess, if any, of $25.00 over the applicable exercise price per share of Company Common Stock under such Company Stock Option.