Healy James's Form 4 filing
CinCor Pharma, Inc. (CINC) · filed Feb 27, 2023
- Accession no.
- 0001209191-23-013481
- Filed
- Feb 27, 2023, 9:15 PM ET
- Trade date
- Nov 28, 2022-Feb 24, 2023
- Filing delay
- 91 daysLate
- Rule 10b5-1 plan
- Not on the form (before 2023)
This filing lists 4 non-derivative transactions. Open-market sales total $85.9K. It was filed 91 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 |
|---|---|
| Healy JamesCIK 0001245624 | Director, 10% Owner |
| Sofinnova Management X, L.P.CIK 0001680194 | 10% Owner |
| Sofinnova Venture Partners X, L.P.CIK 0001680200 | 10% Owner |
| Katabi MahaCIK 0001720685 | 10% Owner |
| Sofinnova Management X-A, L.L.C.CIK 0001965187 | 10% Owner |
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 |
|---|---|---|---|---|---|---|---|---|
| Nov 28, 2022 | Common Stock | SSaleDisposed | −6,000 | $14.32F1 | −$85,920 | 0 | Indirect | |
| Feb 24, 2023 | Common Stock | ULess common codeDisposed | −9,803 | –F3,F4 | – | 19,608 | Direct | |
| Feb 24, 2023 | Common Stock | DReturned to the companyDisposed | −19,608 | –F5 | – | 0 | Direct | |
| Feb 24, 2023 | Common Stock | ULess common codeDisposed | −6,073,949 | –F3,F4 | – | 0 | Indirect |
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
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $14.30 to $14.35 inclusive. Dr. Healy undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
Referenced by the price of 1 transaction in Table I.
- F3
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 (4)]
Referenced by the price of 2 transactions in Table I.
- F4
[continues from footnote (3)] 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.
- F5
This line item represents Shares of common stock held by the Dr. Healy that were acquired pursuant to the exercise of an early-exercise option and remain subject to a right of repurchase by the Issuer. At the effective time of the Merger, pursuant to the Merger Agreement, except as otherwise set forth in the Merger Agreement, each Share issued upon early exercise of an option that is subject to vesting, repurchase or other lapse restrictions was accelerated and became fully vested and was cancelled and automatically converted into the right to receive, without interest, the Offer Price.
Referenced by the price of 1 transaction in Table I.