| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | RNA | Common Stock | Award | $0 | +25K | +41.07% | $0.00 | 85.9K | Sep 19, 2024 | Direct | F1 |
| transaction | RNA | Common Stock | Sale | -$579K | -13.2K | -15.32% | $44.00 | 72.7K | Sep 23, 2024 | Direct | F2, F3 |
| transaction | RNA | Common Stock | Award | $0 | +25K | +34.38% | $0.00 | 97.7K | Sep 19, 2024 | Direct | F4 |
| transaction | RNA | Common Stock | Sale | -$520K | -11.8K | -12.18% | $43.89 | 85.4K | Sep 23, 2024 | Direct | F5, F6 |
Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.
Transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).
| Id | Content |
|---|---|
| F1 | Represents performance-based restricted stock units (PSUs). Each PSU represents a contingent right to receive one share of the Issuer's common stock. The PSUs were originally granted to the Reporting Person on September 11, 2023, and are eligible to vest upon the achievement of two company performance objectives. The PSUs reflected in this row represent the portion of the award that vested as a result of the achievement of the second performance objective (the Issuer's completion of a clinical event related to del-brax) (the Performance Condition). |
| F2 | Represents the number of shares sold by the Reporting Person to cover tax withholding obligations in connection with the vesting and settlement of those PSUs that vested on September 19, 2024 as a result of achievement of the Performance Condition. This sale is mandated by the Issuer's election under its equity incentive plans to require the satisfaction of tax withholding obligations to be funded by a "sell-to-cover" transaction and does not represent a discretionary trade by the Reporting Person. The Reporting Person has executed an instruction letter for the automatic sale of such "sell-to-cover" shares, intended to satisfy the affirmative defense conditions of Rule 10b5-1. |
| F3 | This represents a weighted-average price. These shares were sold in multiple transactions at prices ranging from $44.00 to $44.08. The Reporting Person undertakes to provide the Issuer, any securityholder of the Issuer, or the Staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| F4 | As a result of the achievement of the Performance Condition, on September 19, 2024, an additional 25,000 PSUs were earned by the Reporting Person. On such date, such PSUs converted to time-based restricted stock units that will vest in full on March 19, 2025, subject to the Reporting Person's continued employment or service through such date. |
| F5 | The sales reported on this row were effected pursuant to a Rule 10b5-1 trading plan previously adopted on June 12, 2024 by the Reporting Person. |
| F6 | This represents a weighted-average price. These shares were sold in multiple transactions at prices ranging from $43.42 to $44.47. The Reporting Person undertakes to provide the Issuer, any securityholder of the Issuer, or the Staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |