ELI LILLY & Co - 11 Aug 2023 Form 4 Insider Report for Sigilon Therapeutics, Inc.

Reporting relationship: 10%+ Owner
Issuer ticker: N/A
Reported as of: 11 Aug 2023
Net transaction value: +$25,639,916
SEC form: 4
Accepted by SEC: 14 Aug 2023, 16:30:10 UTC
Prior SEC filing: 07 Jul 2023
Next SEC filing: 15 Jan 2026
Source filing: View source filing
Reporting owner signature: /s/ Anat Ashkenazi, Executive Vice President and Chief Financial Officer, on behalf of Eli Lilly and Company

Key filing fact

ELI LILLY & Co filed Form 4 for Sigilon Therapeutics, Inc. on 14 Aug 2023.

Key facts

This page summarizes ELI LILLY & Co's Form 4 filing for Sigilon Therapeutics, Inc..
1 reported transaction and 0 derivative rows are listed below.
Accepted by SEC: 14 Aug 2023, 16:30.

Change

Previous filing in this sequence was filed on 07 Jul 2023.
Current net transaction value: +$25,639,916.

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.

SGTX transaction

Common Stock

Purchase

Transaction value: $25,639,916
Shares: +1,718,493
Change %
Price: $14.92^*
Shares after: 100
Date: 11 Aug 2023
Ownership: Direct
Footnotes: F1, F2, F3, F4

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

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

ELI LILLY & Co 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

Eli Lilly and Company ("Lilly") and its wholly-owned subsidiary, Shenandoah Acquisition Corporation ("Purchaser"), entered into an Agreement and Plan of Merger, dated as of June 28, 2023 (the "Merger Agreement"), with Sigilon Therapeutics, Inc. (the "Issuer"), pursuant to which Purchaser commenced a tender offer (as amended and supplemented from time to time, the "Offer") to purchase all the outstanding shares of common stock, par value $0.001 per share (the "Shares"), of the Issuer in exchange for (a) $14.92 per Share, net to the stockholder in cash, without interest and less any applicable tax withholding, plus (b) one non-tradable contingent value right ("CVR") per Share,

Footnote F2

(continued from footnote 1) which represents the contractual right to receive contingent payments of up to $111.64 per CVR, net to the stockholder in cash, without interest and less any applicable tax withholding, upon the achievement of certain specified milestones in accordance with the terms and subject to the conditions of a Contingent Value Rights Agreement, dated as of August 10, 2023, by and among Lilly, Purchaser, Computershare Inc. and Computershare Trust Company, N.A.

Footnote F3

As of one minute past 11:59 p.m., Eastern Time, on August 9, 2023 (the "Expiration Time"), when the Offer expired, 1,718,493 Shares were validly tendered and not validly withdrawn in accordance with the terms of the Offer. On August 11, 2023, Purchaser accepted for payment all Shares validly tendered and not validly withdrawn pursuant to the Offer prior to the Expiration Time.

Footnote F4

Following consummation of the Offer, on August 11, 2023, Lilly completed its acquisition of the Issuer pursuant to the terms of the Merger Agreement through the merger of Purchaser with and into the Issuer, and without a meeting of the stockholders of the Issuer in accordance with Section 251(h) of the General Corporation Law of the State of Delaware, with the Issuer surviving such merger as a wholly-owned subsidiary of Lilly. As a result of the merger, Lilly received an aggregate of 100 newly issued shares of common stock, $0.0001 par value per share (the "New Shares"), of the Issuer, which represent all of the Issuer's issued and outstanding New Shares.