Garry A. Nicholson - 18 Sep 2024 Form 4 Insider Report for G1 Therapeutics, Inc.

Footnote F1

Pursuant to the terms of that certain Agreement and Plan of Merger (the "Merger Agreement"), dated as of August 6, 2024, among the Issuer, Pharmacosmos A/S, a Danish Aktieselskab ("Parent"), and Genesis Merger Sub, Inc. ("Purchaser"), an indirect wholly-owned subsidiary of Parent, Purchaser completed a tender offer for shares of common stock of the Issuer and thereafter merged with and into the Issuer (the "Merger"), effective as of September 18, 2024, with the Issuer surviving the Merger. At the effective time of the Merger (the "Effective Time"), each outstanding share of Issuer common stock was cancelled and converted into the right to receive $7.15 per share in cash, without interest and subject to any applicable withholding taxes (the "Merger Consideration").

Footnote F2

(Continued from footnote 1) Pursuant to the Merger Agreement, at the Effective Time, each outstanding deferred stock unit (whether vested or unvested) was deemed to have vested and was cancelled and automatically converted into the right to receive an amount in cash equal to the Merger Consideration.

Footnote F3

Pursuant to the Merger Agreement, at the Effective Time, each share of common stock held by the Reporting Person was tendered in exchange for the Merger Consideration.

Footnote F4

Pursuant to the Merger Agreement, at the Effective Time, each option to purchase shares of common stock (each "Stock Option") that was outstanding immediately prior to the Effective Time became fully vested and was cancelled at the Effective Time and converted into the right to receive an amount in cash equal to the product of (x) the total number of shares of common stock subject to such Stock Option immediately prior to the Effective Time multiplied by (y) the excess, if any, of the Merger Consideration over the applicable exercise price per share under such Stock Option.