Freeman Mason's Form 4 filing
CinCor Pharma, Inc. (CINC) · filed Feb 27, 2023
- Accession no.
- 0001209191-23-013268
- Filed
- Feb 27, 2023
- Trade date
- Jun 10, 2022-Feb 24, 2023
- Filing delay
- 262 daysLate
- Rule 10b5-1 plan
- Not on the form (before 2023)
This filing lists 4 non-derivative transactions and 3 derivative transactions. Open-market sales total $91.26. It was filed 262 days after the trade, past the 2-business-day deadline.
Reporting owners
A Form 4 can have several reporting owners, such as a person and a fund they control. Trade tables show the first one.
| Owner | Relationship to the company |
|---|---|
| Freeman MasonCIK 0001745948 | Officer (Chief Medical Officer) |
Non-derivative securities (Table I)
Acquisitions and disposals of common stock and similar shares, one row per line on the filing.
| Trade date | Security | Transaction | Shares | Price | Value | Shares after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Jun 10, 2022 | Common Stock | SSaleDisposed | −6 | $15.21 | −$91.26 | 2,494 | Direct | |
| Feb 24, 2023 | Common Stock | ULess common codeDisposed | −2,494 | –F1,F2 | – | 40,000 | Direct | |
| Feb 24, 2023 | Common Stock | DReturned to the companyDisposed | −40,000 | –F3 | – | 0 | Direct | |
| Feb 24, 2023 | Common Stock | ULess common codeDisposed | −100 | –F1,F2 | – | 0 | Indirect |
Derivative securities (Table II)
Options, warrants, restricted stock units and similar. Shares are the underlying shares; price and value are for the derivative itself, and the holding after is in derivative units.
| Trade date | Security | Transaction | Underlying shares | Unit price | Value | Held after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Feb 24, 2023 | Common Stock | DReturned to the companyDisposed | −30,178 | –F4 | – | 0 | Direct | |
| Feb 24, 2023 | Common Stock | DReturned to the companyDisposed | −145,296 | –F4 | – | 0 | Direct | |
| Feb 24, 2023 | Common Stock | DReturned to the companyDisposed | −120,380 | –F4 | – | 0 | Direct |
Footnotes and remarks
Livermore keeps the footnotes that transaction prices refer to, all footnotes of amendments (Form 4/A) and the filing's remarks. Other footnotes, such as how indirect holdings are held or the details of a trading plan, are only in the original on SEC EDGAR.
- F1
Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of January 8, 2023, by and among CinCor Pharma, Inc. (the "Issuer"), AstraZeneca Finance and Holdings Inc. ("Parent") and Cinnamon Acquisition, Inc., a wholly owned subsidiary of Parent ("Purchaser"), on February 24, 2023, Purchaser completed a tender offer for shares of common stock of the Issuer (each, a "Share") and thereafter merged with and into the Issuer, with the Issuer continuing as the surviving corporation and a wholly owned subsidiary of Parent (the "Merger"). At the effective time of the Merger, each issued and outstanding Share was cancelled in exchange for (i) $26.00 per Share in cash (the "Cash Amount"), plus (ii) one contingent value right (each, a "CVR") per Share representing the right to receive a contingent payment of $10.00 per share, [continues to footnote (2)]
Referenced by the price of 2 transactions in Table I.
- F2
[continues from footnote (1)] in cash, upon the achievement of a specified milestone by December 31, 2033 (the Cash Amount plus one CVR, collectively, the "Offer Price"), in each case, without interest, subject to any applicable withholding taxes. Pursuant to the terms of the Merger Agreement, the Shares were tendered and disposed of at the Offer Acceptance Time (as defined in the Merger Agreement) in exchange for the right to receive the Offer Price.
Referenced by the price of 2 transactions in Table I.
- F3
This line item represents restricted stock units ("RSUs") held by the Reporting Person at the effective time of the Merger, pursuant to the Merger Agreement, except as otherwise set forth in the Merger Agreement, each outstanding RSU was accelerated and became fully vested and was cancelled and automatically converted into the right to receive, without interest, (i) cash in an amount equal to (a) the total number of Shares issuable in settlement of such RSU immediately prior to the effective time of the Merger multiplied by (b) the Cash Amount, and (ii) one CVR for each Share issuable in settlement of such RSU.
Referenced by the price of 1 transaction in Table I.
- F4
At the effective time of the Merger, pursuant to the Merger Agreement, each outstanding option with an exercise price less than the Cash Amount was accelerated and became fully vested and exercisable and was cancelled and automatically converted into the right to receive, without interest, (i) cash in an amount equal to the product of (1) the total number of Shares subject to such option as of immediately prior to the effective time of the merger multiplied by (2) the excess of the Cash Amount over the exercise price payable per Share under such option, and (ii) one CVR for each Share subject to such option.
Referenced by the price of 3 transactions in Table II.