Heidi Henson - 31 Aug 2023 Form 4 Insider Report for PARDES BIOSCIENCES, INC.

Reporting relationship: Chief Financial Officer
Issuer ticker: N/A
Reported as of: 31 Aug 2023
Net transaction value: $0
SEC form: 4
Accepted by SEC: 31 Aug 2023, 14:41:53 UTC
Prior SEC filing: 26 Jun 2023
Next SEC filing: 14 Dec 2023
Source filing: View source filing
Reporting owner signature: /s/ Elizabeth Lacy, attorney-in-fact

Key filing fact

Heidi Henson filed Form 4 for PARDES BIOSCIENCES, INC. on 31 Aug 2023.

Key facts

This page summarizes Heidi Henson's Form 4 filing for PARDES BIOSCIENCES, INC..
5 reported transactions and 4 derivative rows are listed below.
Accepted by SEC: 31 Aug 2023, 14:41.

Change

Previous filing in this sequence was filed on 26 Jun 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.

PRDS transaction

Common Stock

Disposition pursuant to a tender of shares in a change of control transaction

Transaction value
Shares: -316,753
Change %: -100%
Price
Shares after: 0
Date: 31 Aug 2023
Ownership: Direct
Footnotes: F1, F2

Reported derivative securities

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

PRDS transaction Derivative

Stock Option (Right to Buy)

Disposed to Issuer

Transaction value
Shares: -156,250
Change %: -100%
Price
Shares after: 0
Date: 31 Aug 2023
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 156,250
Exercise price: $2.08
Footnotes: F3

PRDS transaction Derivative

Stock Option (Right to Buy)

Disposed to Issuer

Transaction value
Shares: -241,593
Change %: -100%
Price
Shares after: 0
Date: 31 Aug 2023
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 241,593
Exercise price: $3.88
Footnotes: F4

PRDS transaction Derivative

Stock Option (Right to Buy)

Disposed to Issuer

Transaction value
Shares: -160,000
Change %: -100%
Price
Shares after: 0
Date: 31 Aug 2023
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 160,000
Exercise price: $11.32
Footnotes: F4

PRDS transaction Derivative

Stock Option (Right to Buy)

Disposed to Issuer

Transaction value
Shares: -125,000
Change %: -100%
Price
Shares after: 0
Date: 31 Aug 2023
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 125,000
Exercise price: $2.98
Footnotes: F4

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

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

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

Explanation of responses 4 footnotes

Footnote F1

This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger entered into by and among the Issuer, MediPacific, Inc. (Parent) and MediPacific Sub, Inc., a wholly-owned subsidiary of Parent (Purchaser), dated as of July 16, 2023 (Merger Agreement), pursuant to which the Purchaser completed a tender offer for the shares of common stock of the Issuer and thereafter merged with and into the Issuer effective as of August 31, 2023 (Effective Time).

Footnote F2

Pursuant to the terms of the Merger Agreement and Purchaser's offer to purchase, the shares of common stock were tendered to Purchaser in consideration for a per share price of (i) $2.13 in cash, net of applicable taxes and without interest, and (ii) one non-transferable contractual contingent value right.

Footnote F3

On July 16, 2023, the Issuer's Board of Directors vested in full each option to purchase shares granted under an Issuer equity plan (each, a Company Stock Option) that was outstanding and unvested as of that date. As of the Effective Time, each in-the-money Company Stock Option that was outstanding immediately prior to the Effective Time was cancelled, and, in exchange therefor, the holder of such cancelled in-the-money Company Stock Option was entitled to receive, in consideration of the cancellation of such Company Stock Option, (i) an amount in cash (less applicable tax withholdings and without interest) equal to the product of (x) the total number of shares subject to such Company Stock Option immediately prior to the Effective Time multiplied by (y) the excess of $2.13 over the applicable exercise price per share under such Company Stock Option and (ii) one contingent value right for each share subject thereto.

Footnote F4

On July 16, 2023, the Issuer's Board of Directors vested in full each unvested Company Stock Option. Pursuant to the Merger Agreement, each Company Stock Option that was not in the money as of the Effective Time was cancelled for no consideration at the Effective Time.