Key facts
- This page summarizes Coelho Rogerio Vivaldi's Form 4 filing for Sigilon Therapeutics, Inc..
- 2 reported transactions and 1 derivative row are listed below.
- Accepted by SEC: 11 Aug 2023, 16:10.
Key filing fact
Ownership activity is grounded in SEC Form 4 disclosures.
Shares, units, or other non-derivative securities reported in this filing.
Disposed to Issuer
Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.
Disposed to Issuer
Additional SEC filing notes
Footnote F1
Pursuant to the Merger Agreement, as of the Effective Time, these shares were converted into the right to receive consideration per share of (i) $14.92, net to the stockholder in cash, without interest plus (ii) one Contingent Value Right ("CVR") per share.
Footnote F2
Includes 206 shares acquired by the Reporting Person pursuant to the Issuer's 2020 Employee Stock Purchase Plan ("ESPP") for the purchase period from April 3, 2023 to August 3, 2023. In accordance with the ESPP, these shares were purchased at a price equal to 85% of the closing price of the Issuer's common stock. This transaction is exempt under Rule 16b-3(c).
Footnote F3
Effective May 22, 2023, the Issuer effected a 1-for-13 reverse stock split (the "Reverse Split") of its issued and outstanding shares of Common Stock. Cash was paid in lieu of any fractional shares resulting from the Reverse Split. The Reporting Person's beneficial ownership in this Form 4 has been adjusted for the Reverse Split.
Footnote F4
Pursuant to the Merger Agreement, these stock options were cancelled and the Reporting Person was entitled to receive (without interest) (x) an amount in cash (less applicable Tax withholdings) equal to the product of (A) the total number of Shares subject to such option immediately prior to the Acceptance Time multiplied by (B) the excess, if any, of the Closing Amount over the applicable exercise price per Share under such option and (y) one CVR per Share subject to such stock option immediately prior to the Acceptance Time.
SEC remarks
Capitalized terms used herein without definition have the meanings ascribed to them in the Agreement and Plan of Merger, dated as of June 28, 2023, among Sigilon Therapeutics, Inc., Eli Lilly and Company and Shenandoah Acquisition Corporation. (the "Merger Agreement").