Peter Radovich - Jan 26, 2024 Form 4 Insider Report for Rain Oncology Inc. (RAIN)

Role
Director
Signature
/s/ Ryan Murr, as attorney-in-fact
Stock symbol
RAIN
Transactions as of
Jan 26, 2024
Transactions value $
$0
Form type
4
Date filed
1/26/2024, 04:49 PM
Previous filing
Jan 25, 2024
Next filing
Feb 5, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction RAIN Common Stock, par value $0.001 per share Disposition pursuant to a tender of shares in a change of control transaction -8.8K -100% 0 Jan 26, 2024 Direct F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction RAIN Stock Option (Right to Buy) Disposed to Issuer -13.9K -100% 0 Jan 26, 2024 Common Stock 13.9K $3.95 Direct F2
transaction RAIN Stock Option (Right to Buy) Disposed to Issuer -42.6K -100% 0 Jan 26, 2024 Common Stock 42.6K $3.13 Direct F2
transaction RAIN Stock Option (Right to Buy) Disposed to Issuer -35K -100% 0 Jan 26, 2024 Common Stock 35K $1.21 Direct F2
transaction RAIN Stock Option (Right to Buy) Disposed to Issuer -20K -100% 0 Jan 26, 2024 Common Stock 20K $2.44 Direct F2
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 This Form 4 reports securities disposed of pursuant to the terms of the Merger Agreement entered into by and among the Issuer, Pathos AI, Inc. ("Parent") and WK Merger Sub, Inc., a wholly owned subsidiary of Parent ("Merger Sub"), dated as of December 13, 2023 (the "Merger Agreement"), pursuant to which Merger Sub completed a tender offer for all of the shares of common stock of the Issuer (each, a "Share") and thereafter merged with and into the Issuer effective as of January 26, 2024 (the "Effective Time"). Pursuant to the terms of the Merger Agreement, at the Effective Time, each issued and outstanding Share was cancelled and converted into the right to receive (i) $1.16 in cash without interest, plus (ii) one contingent value right.
F2 Pursuant to the terms of the Merger Agreement, at the Effective Time, each option to purchase Shares granted under the Issuer's Amended and Restated 2018 Stock Option/Stock Issuance Plan or the Issuer's 2021 Equity Incentive Plan, pursuant to any inducement award or otherwise that was outstanding immediately prior to the Effective Time was cancelled for no consideration.