Thomas J. Schall - 20 Oct 2022 Form 4 Insider Report for ChemoCentryx, Inc.

Footnote F1

Reflects the disposition of securities pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of August 3, 2022, among Amgen Inc. ("Parent"), Carnation Merger Sub, Inc. ("Merger Sub") and ChemoCentryx, Inc. (the "Company"), pursuant to which, on October 20, 2022, Merger Sub merged with and into the Company, with the Company surviving the merger as a wholly owned subsidiary of Parent (the "Merger"). At the effective time of the Merger (the "Effective Time"), each issued and outstanding share of common stock, par value $0.001 per share, of the Company (collectively, the "Shares," and each such share, a "Share") (other than any such Shares (i) held by the Company as treasury stock or owned by Parent or Merger Sub, (ii) held by any subsidiary of the Company or Parent (other than Merger Sub) or (iii) as to which appraisal rights have been properly exercised,

Footnote F2

(Continued from Footnote 1) and not withdrawn, in accordance with the Delaware General Corporation Law) was thereupon canceled and converted into the right to receive $52.00 in cash, without interest (the "Merger Consideration"). As a result of the Merger, the Reporting Person no longer beneficially owns, directly or indirectly, any Shares.

Footnote F3

Pursuant to the Merger Agreement, immediately prior to the Effective Time, each stock option of the Company ("Company Option") held by the Reporting Person that remained outstanding as of immediately prior to the Effective Time vested in full and was canceled and converted into the right to receive an amount in cash (without interest) equal to the product obtained by multiplying (x) the number of Shares underlying such Company Option immediately prior to the Effective Time by (y) the amount, if any, by which the Merger Consideration exceeded the exercise price of such Company Option.

Footnote F4

At the Effective Time, each restricted stock unit of the Company held by the Reporting Person that was outstanding immediately prior to the Effective Time and that was (A) granted prior to August 3, 2022 or granted after August 3, 2022 and specified in the disclosure schedules delivered by the Company to Parent in connection with the Merger Agreement and/or (B) granted to a non-employee member of the Board became fully vested and was cancelled and converted into the right to receive an amount in cash, less applicable withholding taxes and without interest, equal to (x) the total number of Shares underlying such restricted stock unit multiplied by (y) $52.00. The restricted stock units did not have an expiration date.