Freeman Mason 的 Form 4 申報
CinCor Pharma, Inc.（CINC），2023/2/27 申報
- 申報編號
- 0001209191-23-013268
- 申報時間
- 2023/2/27
- 交易日
- 2022/6/10-2023/2/24
- 申報延遲
- 262 天遲報
- 10b5-1 計畫
- 表單沒有這欄（2023 年以前）
這份申報列了 4 筆非衍生性交易、3 筆衍生性交易。公開市場賣出合計 $91.26。交易後 262 天才申報，超過 2 個營業日的期限。
申報人
一份 Form 4 可以有好幾位申報人，例如本人與他控制的基金。各交易表上顯示的是第一位。
| 申報人 | 與公司的關係 |
|---|---|
| Freeman MasonCIK 0001745948 | 高階主管（醫療長） |
非衍生性證券（表 I）
普通股等股票的取得與處分，每一列是申報上的一筆。
衍生性證券（表 II）
選擇權、認股權證、限制型股票單位等。股數是標的股票的股數；單價與金額是衍生證券本身的價格，交易後持有是衍生證券的單位數。
附註與備註
本站收錄交易價格引用的附註、修正申報（Form 4/A）的全部附註，以及申報的備註。其他附註，例如間接持有的方式、交易計畫的細節，請看 SEC EDGAR 上的原文。
- 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)]
表 I 有 2 筆交易的價格引用這則附註。
- 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.
表 I 有 2 筆交易的價格引用這則附註。
- 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.
表 I 有 1 筆交易的價格引用這則附註。
- 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.
表 II 有 3 筆交易的價格引用這則附註。