Jerel Davis - 11 Aug 2023 Form 4 Insider Report for CHINOOK THERAPEUTICS, INC.

Source evidence Original filing metadata and source links for verification. 5 source fields
SEC form
4
Accepted by SEC
11 Aug 2023, 16:06:27 UTC
Prior SEC filing
27 Jul 2023
Next SEC filing
17 Oct 2023
Source filing
View source filing
Reporting owner 1 detail
Reporting owner signature
/s/ Kirk Schumacher, Attorney-in-Fact for Jerel Davis

Key filing fact

Jerel Davis filed Form 4 for CHINOOK THERAPEUTICS, INC. on 11 Aug 2023.

Key facts

  • This page summarizes Jerel Davis's Form 4 filing for CHINOOK THERAPEUTICS, INC..
  • 7 reported transactions and 3 derivative rows are listed below.
  • Accepted by SEC: 11 Aug 2023, 16:06.

Change

  • Previous filing in this sequence was filed on 27 Jul 2023.
  • Current net transaction value: -$1,078,790.

Research use

  • This tells you what this filing adds before you inspect full transaction and derivative tables.
  • You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

KDNY transaction

Common Stock

Disposed to Issuer

Transaction value
Shares
-447,013
Change %
-100%
Price
Shares after
0
Date
11 Aug 2023
Ownership
Direct
Footnotes
F1
KDNY transaction

Common Stock

Disposed to Issuer

Transaction value
Shares
-2,105,107
Change %
-100%
Price
Shares after
0
Date
11 Aug 2023
Ownership
See Footnote
Footnotes
F1, F2
KDNY transaction

Common Stock

Disposed to Issuer

Transaction value
Shares
-719,104
Change %
-100%
Price
Shares after
0
Date
11 Aug 2023
Ownership
See Footnote
Footnotes
F1, F3
KDNY transaction

Common Stock

Disposed to Issuer

Transaction value
Shares
-210,996
Change %
-100%
Price
Shares after
0
Date
11 Aug 2023
Ownership
See Footnote
Footnotes
F1, F4

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

KDNY transaction Derivative

Stock Option (Right to Buy)

Disposed to Issuer

Transaction value
$593,460
Shares
-23,522
Change %
-100%
Price
$25.23
Shares after
0
Date
11 Aug 2023
Ownership
Direct
Underlying class
Common Stock
Underlying amount
23,522
Exercise price
$14.77
Footnotes
F5
KDNY transaction Derivative

Stock Option (Right to Buy)

Disposed to Issuer

Transaction value
$137,934
Shares
-5,948
Change %
-100%
Price
$23.19
Shares after
0
Date
11 Aug 2023
Ownership
Direct
Underlying class
Common Stock
Underlying amount
5,948
Exercise price
$16.81
Footnotes
F6
KDNY transaction Derivative

Stock Option (Right to Buy)

Disposed to Issuer

Transaction value
$347,396
Shares
-13,300
Change %
-100%
Price
$26.12
Shares after
0
Date
11 Aug 2023
Ownership
Direct
Underlying class
Common Stock
Underlying amount
13,300
Exercise price
$13.88
Footnotes
F6
* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

Jerel Davis is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 6 footnotes

Footnote F1

The reported securities were disposed of pursuant to the Merger Agreement (defined in the Remarks below). Upon effectiveness of the Merger (defined in the Remarks below), in exchange for each share of the Issuer's Common Stock, the reporting person received: (i) $40.00 in cash, without interest and less applicable withholding taxes; and (ii) one contractual contingent value right (each, a "CVR"), entitling the reporting person to additional cash payments upon the achievement of certain future business milestones pursuant to the Contingent Value Rights Agreement (the "Contingent Value Rights Agreement") entered into concurrent with completion of the Merger.

Footnote F2

These securities are held of record by Versant Venture Capital VII, L.P. ("Versant VII"). Versant Ventures VII GP, L.P. ("Versant Ventures VII GP") is the general partner of Versant VII, and Versant Ventures VII GP-GP, LLC ("Versant Ventures VII GP-GP") is the general partner of Versant Ventures VII GP. Jerel C. Davis is a member of the Issuer's board of directors and is a managing director of Versant Ventures VII GP-GP and may be deemed to share voting and dispositive power over the shares held by Versant VII. Each of Jerel C. Davis, Versant Ventures VII GP-GP, and Versant Ventures VII GP disclaims beneficial ownership of the shares held by Versant VII, except to the extent of their respective pecuniary interests therein.

Footnote F3

These securities are held of record by Versant Voyageurs I, L.P. ("Versant Voyageurs I"). Versant Voyageurs I GP Company is the general partner of Versant Voyageurs I. Jerel C. Davis is a member of the Issuer's board of directors and is a director of Versant Voyageurs I GP Company and may be deemed to share voting and dispositive power over the shares held by Versant Voyageurs I. Each of Jerel C. Davis and Versant Voyageurs I GP Company disclaims beneficial ownership of the shares held by Versant Voyageurs I, except to the extent of their respective pecuniary interests therein.

Footnote F4

These securities are held of record by Versant Voyageurs I Parallel, L.P. ("Versant I Parallel"). Versant Voyageurs I GP, L.P. ("Versant Voyageurs I GP") is the general partner of Versant I Parallel. Versant Ventures VI GP, L.P. ("Versant Ventures VI GP") is the general partner of Versant Voyageurs I GP. Versant Ventures VI GP-GP, LLC ("Versant Ventures VI GP-GP") is the general partner of Versant Ventures VI GP. Jerel C. Davis is a member of the Issuer's board of directors and is a managing director of Versant Ventures VI GP-GP and may be deemed to share voting and dispositive power over the shares held by Versant I Parallel. Each of Jerel C. Davis, Versant Ventures VI GP-GP, Versant Ventures VI GP, and Versant Voyageurs I GP disclaims beneficial ownership of the shares held by Versant I Parallel, except to the extent of their respective pecuniary interests therein.

Footnote F5

This stock option award, which provided for ratable vesting in 36 monthly installments beginning on November 6, 2020, became fully vested and was canceled upon effectiveness of the Merger, and was converted into the right to receive, with respect to each share of the Issuer's Common Stock underlying such option, (i) a cash payment representing the excess, if any, of the per share merger consideration ($40.00 per share) over the per share exercise price for such option, without interest, and (ii) one CVR, entitling the reporting person to additional cash payments upon the achievement of certain future business milestones pursuant to the Contingent Value Rights Agreement entered into concurrent with the completion of the Merger, in each case subject to applicable withholding taxes.

Footnote F6

This stock option award, which vested in full upon the earlier of the one year anniversary of the grant date or the date of the Issuer's next annual stockholders' meeting, was canceled upon effectiveness of the Merger, and was converted into the right to receive, with respect to each share of the Issuer's Common Stock underlying such option, (i) a cash payment representing the excess, if any, of the per share merger consideration ($40.00 per share) over the per share exercise price for such option, without interest, and (ii) one CVR, entitling the reporting person to additional cash payments upon the achievement of certain future business milestones pursuant to the Contingent Value Rights Agreement entered into concurrent with the completion of the Merger, in each case subject to applicable withholding taxes.

SEC remarks

The reported securities were disposed of by the reporting person pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of June 11, 2023, by and among Novartis AG, a company organized under the laws of Switzerland ("Parent"), Cherry Merger Sub Inc., a Delaware corporation and an indirect wholly owned subsidiary of Parent ("Merger Sub"), and the Issuer, which was previously disclosed by the Issuer on its Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on June 12, 2023 (File No. 001-37345). In connection with the closing of the transactions contemplated by the Merger Agreement, on August 11, 2023, Merger Sub merged (the "Merger") with and into the Issuer, with the Issuer surviving as a wholly-owned subsidiary of Parent.

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