| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | GRNA | Common Stock, par value $0.0001 per share | Other | -2.55M | -100% | 0 | Jul 24, 2023 | Direct | F1 |
Insud Pharma S.L. is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| Id | Content |
|---|---|
| F1 | The Reporting Person contributed its shares of common stock, par value $0.0001 per share (the "Common Stock"), to SW ParentCo, Inc. ("Parent") in exchange for shares of Series A-2 Preferred Stock, par value $0.001 per share, of Parent pursuant to the Contribution and Exchange Agreement dated May 29, 2023, between Reporting Person and Parent in connection with the closing of the transactions contemplated by the Agreement and Plan of Merger (the "Merger") among Issuer, Parent and SW MergerCo, Inc. ("Merger Sub") on July 24, 2023, pursuant to which Merger Sub merged with and into the Issuer, with the Issuer surviving as a wholly-owned subsidiary of Parent. |
As discussed in the Reporting Person's Schedule 13D filed on June 8, 2023, as a result of the entry of the Reporting Person and other stockholders of the Issuer (the "Rollover Stockholders") into contribution and exchange agreements, dated May 29, 2023, between each of them and Parent in connection with the Merger, the Reporting Person may have been deemed (prior to the transaction reported herein) to be member, along with the other Rollover Stockholders, of a "group" within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), which "group" prior to the transaction reported herein collectively owned 120,521,038 shares of the Issuer's outstanding Common Stock. The Common Stock reported herein, which is the only Common Stock in which the Reporting Person has reportable pecuniary interest, does not include any Common Stock which may be beneficially owned by any of the other parties to documents relating to the merger agreement not deemed to be in the "group." The Rollover Stockholders in the "group" other than the Reporting Person herein have been notified by the Issuer that such individuals and/or entities may beneficially own certain Common Stock and need to file separate beneficial ownership reports with the SEC related thereto. Neither the filing of this Form 4 nor any of its contents, however, shall be deemed to constitute an admission by the Reporting Person that it was the beneficial owner of any of the Common Stock beneficially owned in the aggregate by other members of the "group" and their respective affiliates for purposes of Section 13(d)(3) of the Exchange Act or for any other purpose, and such beneficial ownership and pecuniary interest is expressly disclaimed.