Stephen C. Glover - 07 Mar 2024 Form 4 Insider Report for Ambrx Biopharma, Inc.

Footnote F1

This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of January 5, 2024, among the Issuer, Johnson & Johnson ("J&J"), and Charm Merger Sub, Inc., a wholly owned subsidiary of J&J ("Merger Sub"), pursuant to which Merger Sub merged with and into the Issuer (the "Merger"), effective as of March 7, 2024 (such date and time of such Merger, the "Effective Time"), with the Issuer surviving the Merger as a wholly owned subsidiary of J&J.

Footnote F2

Each of these restricted stock units ("RSUs") represents a contingent right to receive one share of common stock of the Issuer ("Company Common Stock").

Footnote F3

These RSUs vest as follows: on the earlier of (i) the one year anniversary of the grant date of June 7, 2023, and (ii) the day before the next annual general meeting.

Footnote F4

Pursuant to the Merger Agreement, at the Effective Time, each of these RSUs that was outstanding as of immediately prior to the Effective Time was cancelled and the Reporting Person was entitled to receive the Merger Consideration, without interest and less any applicable withholding taxes, in respect of each such RSU.

Footnote F5

The Company Common Stock subject to the options to purchase shares of Company Common Stock (each, a "Company Option") vest in thirty-six (36) equal monthly installments following May 19, 2023.

Footnote F6

Pursuant to the Merger Agreement, at the Effective Time, each Company Option that was outstanding and unexercised as of immediately prior to the Effective Time, whether vested or unvested, with a per share exercise price ("Per Share Exercise Price") that was less than the Merger Consideration, was cancelled and converted into the right to receive an amount in cash (without interest and less any applicable withholding taxes) equal to the product of (i) the aggregate number of shares of Company Common Stock underlying such Company Option immediately prior to the Effective Time, and (ii) the excess of (A) the Merger Consideration over (B) the Per Share Exercise Price of such Company Option. Each Company Option that had a Per Share Exercise Price that was equal to or exceeded the amount of the Merger Consideration at the Effective Time was cancelled for no consideration.

Footnote F7

These Company Options are fully vested and exercisable.

Footnote F8

The Company Common Stock subject to the Company Options vest on June 7, 2024.