Donald J. Hayden Jr. - 14 Feb 2024 Form 4 Insider Report for Theseus Pharmaceuticals, Inc.

Reporting relationship: Director
Issuer ticker: N/A
Reported as of: 14 Feb 2024
Net transaction value: $0
SEC form: 4
Accepted by SEC: 14 Feb 2024, 16:01:48 UTC
Prior SEC filing: 13 Jun 2023
Source filing: View source filing
Reporting owner signature: /s/ Bradford Dahms, Attorney-in-Fact

Key filing fact

Donald J. Hayden Jr. filed Form 4 for Theseus Pharmaceuticals, Inc. on 14 Feb 2024.

Key facts

This page summarizes Donald J. Hayden Jr.'s Form 4 filing for Theseus Pharmaceuticals, Inc..
2 reported transactions and 1 derivative row are listed below.
Accepted by SEC: 14 Feb 2024, 16:01.

Change

Previous filing in this sequence was filed on 13 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.

THRX transaction

Common Stock

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

Transaction value
Shares: -10,000
Change %: -100%
Price
Shares after: 0
Date: 14 Feb 2024
Ownership: Direct
Footnotes: F1, F2

Reported derivative securities

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

THRX transaction Derivative

Restricted Stock Units

Disposed to Issuer

Transaction value
Shares: -3,250
Change %: -100%
Price
Shares after: 0
Date: 14 Feb 2024
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 3,250
Exercise price
Footnotes: 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

Donald J. Hayden Jr. 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

Pursuant to the terms of that certain Agreement and Plan of Merger (the "Merger Agreement"), dated as of December 22, 2023, by and among the Issuer, Concentra Biosciences, LLC, a Delaware limited liability company ("Parent") and Concentra Merger Sub II, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), Merger Sub completed a tender offer for shares of common stock of the Issuer (each, a "Share") and thereafter merged with and into the Issuer, effective as of February 14, 2024 (the "Effective Time") with the Issuer surviving the merger.

Footnote F2

At the Effective Time, each issued and outstanding Share was cancelled and converted into the right to receive (a) $4.05 per Share in cash (the "Cash Amount"), subject to any applicable withholding taxes and without interest, plus (b) one non-transferable contractual contingent value right per Share (each, a "CVR"), which represents the right to receive potential payments, in cash, subject to any applicable tax withholding and without interest, all upon the terms and subject to the conditions as set forth in the Offer to Purchase, as amended, and in the related Letter of Transmittal.

Footnote F3

Each Issuer restricted stock unit ("Issuer RSU") represents a contingent right to receive one Share.

Footnote F4

Pursuant to the terms of the Merger Agreement, each outstanding Issuer RSU that was outstanding and unvested immediately prior to the Effective Time vested in full. At the Effective Time, each Issuer RSU then outstanding was cancelled and converted into (i) a cash payment equal to the product of (A) the total number of Shares then underlying such Issuer RSU multiplied by (B) the Cash Amount, without interest and subject to any withholding of taxes; and (ii) one CVR for each Share subject to such Issuer RSU.