0001209191-23-047825.txt : 20230831 0001209191-23-047825.hdr.sgml : 20230831 20230831144551 ACCESSION NUMBER: 0001209191-23-047825 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230831 FILED AS OF DATE: 20230831 DATE AS OF CHANGE: 20230831 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LOBELL J JAY CENTRAL INDEX KEY: 0001172659 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40067 FILM NUMBER: 231228432 MAIL ADDRESS: STREET 1: 365 W END AVE STREET 2: APARTMENT 10A CITY: NEW YORK STATE: NY ZIP: 10024 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: PARDES BIOSCIENCES, INC. CENTRAL INDEX KEY: 0001822711 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 852696306 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 2173 SALK AVENUE STREET 2: SUITE 250, PMB#052 CITY: CARLSBAD STATE: CA ZIP: 92008 BUSINESS PHONE: 415-649-8758 MAIL ADDRESS: STREET 1: 2173 SALK AVENUE STREET 2: SUITE 250, PMB#052 CITY: CARLSBAD STATE: CA ZIP: 92008 FORMER COMPANY: FORMER CONFORMED NAME: FS Development Corp. II DATE OF NAME CHANGE: 20200826 4 1 doc4.xml FORM 4 SUBMISSION X0508 4 2023-08-31 1 0001822711 PARDES BIOSCIENCES, INC. PRDS 0001172659 LOBELL J JAY C/O PARDES BIOSCIENCES, INC. 2173 SALK AVE., SUITE 250, PMB #052 CARLSBAD CA 92008 1 0 0 0 0 Common Stock 2023-08-31 4 U 0 200000 D 0 D Common Stock 2023-08-31 4 U 0 1163861 D 0 I See footnote Stock Option (Right to Buy) 1.87 2023-08-31 4 D 0 37500 D 2033-05-31 Common Stock 37500 0 D Stock Option (Right to Buy) 9.80 2023-08-31 4 D 0 75000 D 2031-12-22 Common Stock 75000 0 D Stock Option (Right to Buy) 5.21 2023-08-31 4 D 0 37500 D 2032-06-07 Common Stock 37500 0 D This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger entered into by and among the Issuer, MediPacific, Inc. (Parent) and MediPacific Sub, Inc., a wholly-owned subsidiary of Parent (Purchaser), dated as of July 16, 2023 (Merger Agreement), pursuant to which the Purchaser completed a tender offer for the shares of common stock of the Issuer and thereafter merged with and into the Issuer effective as of August 31, 2023 (Effective Time). Pursuant to the terms of the Merger Agreement and Purchaser's offer to purchase, the shares of common stock were tendered to Purchaser in consideration for a per share price of (i) $2.13 in cash, net of applicable taxes and without interest, and (ii) one non-transferable contractual contingent value right. Shares beneficially owned by JJL Pardes, LLC, of which the Reporting Person is the sole managing member. On July 16, 2023, the Issuer's Board of Directors vested in full each option to purchase shares granted under an Issuer equity plan (each, a Company Stock Option) that was outstanding and unvested as of that date. As of the Effective Time, each in-the-money Company Stock Option that was outstanding immediately prior to the Effective Time was cancelled, and, in exchange therefor, the holder of such cancelled in-the-money Company Stock Option was entitled to receive, in consideration of the cancellation of such Company Stock Option, (i) an amount in cash (less applicable tax withholdings and without interest) equal to the product of (x) the total number of shares subject to such Company Stock Option immediately prior to the Effective Time multiplied by (y) the excess of $2.13 over the applicable exercise price per share under such Company Stock Option and (ii) one contingent value right for each share subject thereto. On July 16, 2023, the Issuer's Board of Directors vested in full each unvested Company Stock Option. Pursuant to the Merger Agreement, each Company Stock Option that was not in the money as of the Effective Time was cancelled for no consideration at the Effective Time. /s/ Elizabeth Lacy, attorney-in-fact 2023-08-31