Martin Hendrix - 16 Jun 2023 Form 4 Insider Report for Prometheus Biosciences, Inc.

Reporting relationship: Director
Issuer ticker: N/A
Reported as of: 16 Jun 2023
Net transaction value: $0
SEC form: 4
Accepted by SEC: 16 Jun 2023, 16:00:40 UTC
Prior SEC filing: 19 May 2023
Source filing: View source filing
Reporting owner signature: /s/ Martin Hendrix

Key filing fact

Martin Hendrix filed Form 4 for Prometheus Biosciences, Inc. on 16 Jun 2023.

Key facts

This page summarizes Martin Hendrix's Form 4 filing for Prometheus Biosciences, Inc..
3 reported transactions and 2 derivative rows are listed below.
Accepted by SEC: 16 Jun 2023, 16:00.

Change

Previous filing in this sequence was filed on 19 May 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

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.

RXDX transaction

Common Stock

Disposed to Issuer

Transaction value
Shares: -2,071
Change %: -100%
Price
Shares after: 0
Date: 16 Jun 2023
Ownership: Direct
Footnotes: F1, F2, F3

Reported derivative securities

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

RXDX transaction Derivative

Stock Option (right to buy)

Disposed to Issuer

Transaction value
Shares: -40,000
Change %: -100%
Price
Shares after: 0
Date: 16 Jun 2023
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 40,000
Exercise price: $22.48
Footnotes: F2, F3

RXDX transaction Derivative

Stock Option (right to buy)

Disposed to Issuer

Transaction value
Shares: -20,500
Change %: -100%
Price
Shares after: 0
Date: 16 Jun 2023
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 20,500
Exercise price: $29.02
Footnotes: F2, F3

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

Martin Hendrix 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

Reflects restricted stock units.

Footnote F2

Pursuant to the Agreement and Plan of Merger, dated April 15, 2023, by and among the Issuer, Merck & Co., Inc. ("Merck") and Splash Merger Sub, Inc., the Issuer became a wholly owned subsidiary of Merck upon consummation of the merger (the "Effective Time"). At the Effective Time, (a) each of the Issuer's outstanding shares of common stock was cancelled and automatically converted into the right to receive $200 in cash (the "Merger Consideration"), without interest,... (Continued in Footnote 3)

Footnote F3

(Continued from Footnote 2) ...(b) each of the Issuer's outstanding restricted stock units ("RSUs") was automatically cancelled and converted into the right to receive an amount in cash equal to the product of (i) the number of shares of the Issuer's common stock underlying such RSU immediately prior to the Effective Time multiplied by (ii) the Merger Consideration, without interest and (c) each of the Issuer's outstanding unexercised stock options, whether vested or unvested, was automatically cancelled and converted into the right to receive an amount in cash, without interest, equal to the product of (i) the number of shares of the Issuer's common stock underlying such option immediately prior to the Effective Time multiplied by (ii) the amount, if any, by which the Merger Consideration exceeded the exercise price per share of such option.