Key facts
- This page summarizes Franklin M. Berger's Form 4 filing for Rain Oncology Inc..
- 4 reported transactions and 3 derivative rows are listed below.
- Accepted by SEC: 26 Jan 2024, 16:39.
Franklin M. Berger - 26 Jan 2024 Form 4 Insider Report for Rain Oncology Inc.
- Reporting relationship
- Director
- Issuer ticker
- N/A
- Reported as of
- 26 Jan 2024
- Net transaction value
- $0
- SEC form
- 4
- Accepted by SEC
- 26 Jan 2024, 16:39:15 UTC
- Prior SEC filing
- 22 Nov 2023
- Next SEC filing
- 28 Mar 2024
- Source filing
- View source filing
- Reporting owner signature
- /s/ Ryan Murr, as attorney-in-fact
Source evidence
Original filing metadata and source links for verification.
5 source fields
Reporting owner
1 detail
Key filing fact
Franklin M. Berger filed Form 4 for Rain Oncology Inc. on 26 Jan 2024.
Change
- Previous filing in this sequence was filed on 22 Nov 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.
RAIN
transaction
Common Stock, par value $0.001 per share
Disposition pursuant to a tender of shares in a change of control transaction
- Transaction value
- Shares
- -1,005,207
- Change %
- -100%
- Price
- Shares after
- 0
- Date
- 26 Jan 2024
- Ownership
- Direct
- Footnotes
- F1
Reported derivative securities
Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.
RAIN
transaction
Derivative
Stock Option (Right to Buy)
Disposed to Issuer
- Transaction value
- Shares
- -35,000
- Change %
- -100%
- Price
- Shares after
- 0
- Date
- 26 Jan 2024
- Ownership
- Direct
- Underlying class
- Common Stock
- Underlying amount
- 35,000
- Exercise price
- $1.21
- Footnotes
- F2
RAIN
transaction
Derivative
Stock Option (Right to Buy)
Disposed to Issuer
- Transaction value
- Shares
- -24,000
- Change %
- -100%
- Price
- Shares after
- 0
- Date
- 26 Jan 2024
- Ownership
- Direct
- Underlying class
- Common Stock
- Underlying amount
- 24,000
- Exercise price
- $15.91
- Footnotes
- F2
RAIN
transaction
Derivative
Stock Option (Right to Buy)
Disposed to Issuer
- Transaction value
- Shares
- -20,000
- Change %
- -100%
- Price
- Shares after
- 0
- Date
- 26 Jan 2024
- Ownership
- Direct
- Underlying class
- Common Stock
- Underlying amount
- 20,000
- Exercise price
- $2.44
- Footnotes
- F2
* marks a reported price that did not pass the local price check.
Additional SEC filing notes
Filing notes and footnotes
Explanation of responses 2 footnotes
Footnote F1
This Form 4 reports securities disposed of pursuant to the terms of the Merger Agreement entered into by and among the Issuer, Pathos AI, Inc. ("Parent") and WK Merger Sub, Inc., a wholly owned subsidiary of Parent ("Merger Sub"), dated as of December 13, 2023 (the "Merger Agreement"), pursuant to which Merger Sub completed a tender offer for all of the shares of common stock of the Issuer (each, a "Share") and thereafter merged with and into the Issuer effective as of January 26, 2024 (the "Effective Time"). Pursuant to the terms of the Merger Agreement, at the Effective Time, each issued and outstanding Share was cancelled and converted into the right to receive (i) $1.16 in cash without interest, plus (ii) one contingent value right.
Footnote F2
Pursuant to the terms of the Merger Agreement, at the Effective Time, each option to purchase Shares granted under the Issuer's Amended and Restated 2018 Stock Option/Stock Issuance Plan or the Issuer's 2021 Equity Incentive Plan, pursuant to any inducement award or otherwise that was outstanding immediately prior to the Effective Time was cancelled for no consideration.