Key facts
- This page summarizes Michael W. Kalb's Form 4 filing for CinCor Pharma, Inc..
- 2 reported transactions and 1 derivative row are listed below.
- Accepted by SEC: 24 Feb 2023, 17:38.
Michael W. Kalb - 24 Feb 2023 Form 4 Insider Report for CinCor Pharma, Inc.
- Reporting relationship
- EVP & Chief Financial Officer
- Issuer ticker
- N/A
- Reported as of
- 24 Feb 2023
- Net transaction value
- $0
- SEC form
- 4
- Accepted by SEC
- 24 Feb 2023, 17:38:29 UTC
- Prior SEC filing
- 30 Jan 2023
- Next SEC filing
- 12 May 2023
- Source filing
- View source filing
- Reporting owner signature
- /s/ Amanda Gonzalez Burton, Attorney-in-Fact
Source evidence
Original filing metadata and source links for verification.
5 source fields
Reporting owner
1 detail
Key filing fact
Michael W. Kalb filed Form 4 for CinCor Pharma, Inc. on 24 Feb 2023.
Change
- Previous filing in this sequence was filed on 30 Jan 2023.
- Current net transaction value: $0.
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
View source filing
Ownership activity is grounded in SEC Form 4 disclosures.
Reported non-derivative transactions
Shares, units, or other non-derivative securities reported in this filing.
CINC
transaction
Common Stock
Disposed to Issuer
- Transaction value
- Shares
- -202,437
- Change %
- -100%
- Price
- Shares after
- 0
- Date
- 24 Feb 2023
- Ownership
- Direct
- Footnotes
- F1, F2
Reported derivative securities
Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.
CINC
transaction
Derivative
Stock Option (Right to Buy)
Disposed to Issuer
- Transaction value
- Shares
- -77,615
- Change %
- -100%
- Price
- Shares after
- 0
- Date
- 24 Feb 2023
- Ownership
- Direct
- Underlying class
- Common Stock
- Underlying amount
- 77,615
- Exercise price
- $30.07
- Footnotes
- F3
* marks a reported price that did not pass the local price check.
Additional SEC filing notes
Filing notes and footnotes
Section 16 status
Michael W. Kalb is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.
Explanation of responses 3 footnotes
Footnote F1
Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of January 8, 2023, by and among CinCor Pharma, Inc. (the "Issuer"), AstraZeneca Finance and Holdings Inc. ("Parent") and Cinnamon Acquisition, Inc., a wholly owned subsidiary of Parent ("Purchaser"), on February 24, 2023, Purchaser completed a tender offer for shares of common stock of the Issuer (each, a "Share") and thereafter merged with and into the Issuer, with the Issuer continuing as the surviving corporation and a wholly owned subsidiary of Parent (the "Merger").
Footnote F2
This line item represents restricted stock units ("RSUs") held by the Reporting Person at the effective time of the Merger, pursuant to the Merger Agreement, except as otherwise set forth in the Merger Agreement, each outstanding RSU was accelerated and became fully vested and was cancelled and automatically converted into the right to receive, without interest, (i) cash in an amount equal to (a) the total number of Shares issuable in settlement of such RSU immediately prior to the effective time of the Merger multiplied by (b) $26.00 per share (the "Cash Amount"), and (ii) one contingent value right ("CVR") per Share issuable in settlement of such RSU, representing the right to receive a contingent payment of $10.00 per share (the "Milestone Payment"), in cash, upon the achievement of a specified milestone by December 31, 2033.
Footnote F3
At the effective time of the Merger, pursuant to the Merger Agreement, each outstanding option with an exercise price equal to or greater than the Cash Amount was accelerated and became fully vested and exercisable and automatically converted into the right to receive, upon the occurrence of the Milestone Payment Date (as defined in the CVR Agreement), an amount in cash equal to the product of (a) the total number of Shares subject to such option immediately prior to the effective time of the merger multiplied by (b) the amount, if any, by which (1) the Cash Amount plus the Milestone Payment exceeds (2) the exercise price payable per Share under such option.