| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | ONEM | Common Stock | Disposed to Issuer | -$81.6K | -4.53K | -100% | $18.00 | 0 | Feb 22, 2023 | Direct | F1 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | ONEM | Stock Options (Right to buy) | Disposed to Issuer | -10.4K | -100% | 0 | Feb 22, 2023 | Common Stock | 10.4K | $11.56 | Direct | F2, F3 | ||
| transaction | ONEM | Stock Option (Right to Buy) | Disposed to Issuer | -5.29K | -100% | 0 | Feb 22, 2023 | Common Stock | 5.29K | $29.00 | Direct | F4, F5 | ||
| transaction | ONEM | Restricted Stock Units | Disposed to Issuer | -20.7K | -100% | 0 | Feb 22, 2023 | Common Stock | 20.7K | Direct | F6, F7 |
Freda C. Lewis-Hall is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| Id | Content |
|---|---|
| F1 | Reflects disposition of Issuer common stock with the consummation of the transactions contemplated by the Agreement and Plan of Merger (the "Merger Agreement"), dated as of July 20, 2022, by and among Issuer, Amazon.com, Inc. ("Parent") and Negroni Merger Sub, Inc., a wholly owned subsidiary of Parent ("Merger Sub"), including the consummation of the merger (the "Merger") between Issuer and Merger Sub on February 22, 2023. Pursuant to the Merger Agreement, as of the effective time of the Merger (the "Effective Time"), each share of Issuer common stock, par value $0.001 per share ("Shares") issued and outstanding immediately prior to the Effective Time was converted automatically into the right to receive $18.00 in cash, without interest (the "Merger Consideration"). |
| F2 | Pursuant to the Merger Agreement, at the Effective Time, each outstanding option ("Option") to purchase Shares granted under any of the Issuer's 2007 Equity Incentive Plan, 2017 Equity Incentive Plan, 2020 Equity Incentive Plan and the Iora Third Amended and Restated 2011 Equity Incentive Plan (collective, the "Issuer Stock Plans") or portion thereof that was vested or became vested as of the Effective Time, and had an exercise price per Share that is less than the Merger Consideration, was canceled and converted into the right to receive an amount in cash, without interest, equal to the product of (i) the amount by which the Merger Consideration exceeds the applicable exercise price per Share of such Option and (ii) the aggregate number of Shares issuable upon exercise of such Option or portion thereof, subject to any required withholding of taxes. |
| F3 | The shares subject to the option vest as follows: 25% of the shares subject to the option vest on the first anniversary of the vesting commencement date; and 1/48th of the shares subject to the option vest monthly thereafter over the following three years, subject to reporting person's continuous service as of each such date. At the Effective Time, any unvested shares subject to the option was accelerated in full. |
| F4 | Pursuant to the Merger Agreement, at the Effective Time, each Option, whether vested or unvested, that has an exercise price per Share that is greater than the Merger Consideration was canceled without the payment of consideration. |
| F5 | The shares subject to the option are fully vested and immediately exercisable. |
| F6 | Each restricted stock unit ("RSU") represents a contingent right to receive one share of the issuer's common stock. RSUs convert into the issuer's common stock on a one-for-one basis. |
| F7 | The RSUs vest on the earlier of (i) the date of the issuer's next annual meeting of stockholders (or the date immediately prior to the next annual meeting of stockholders if the reporting person's service as a director ends at such meeting due to the director's failure to be re-elected or the director not standing for re-election); or (ii) the one-year anniversary measured from the date of grant. At the Effective Time, each outstanding RSU that was unvested was accelerated in full and was automatically converted in to the right to receive the Merger Consideration. |