0000950142-24-001498.txt : 20240530
0000950142-24-001498.hdr.sgml : 20240530
20240530182218
ACCESSION NUMBER: 0000950142-24-001498
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20240530
FILED AS OF DATE: 20240530
DATE AS OF CHANGE: 20240530
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: FORSYTH DOUGLAS
CENTRAL INDEX KEY: 0001240801
ORGANIZATION NAME:
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39452
FILM NUMBER: 241007024
MAIL ADDRESS:
STREET 1: 1633 BROADWAY
CITY: NEW YORK
STATE: NY
ZIP: 10019
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Inhibrx, Inc.
CENTRAL INDEX KEY: 0001739614
STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836]
ORGANIZATION NAME: 03 Life Sciences
IRS NUMBER: 824257312
STATE OF INCORPORATION: CA
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 11025 N. TORREY PINES ROAD, SUITE 200
CITY: LA JOLLA
STATE: CA
ZIP: 92037
BUSINESS PHONE: (858) 795-4220
MAIL ADDRESS:
STREET 1: 11025 N. TORREY PINES ROAD, SUITE 200
CITY: LA JOLLA
STATE: CA
ZIP: 92037
4
1
es240484807_4-forsyth.xml
OWNERSHIP DOCUMENT
X0508
4
2024-05-30
1
0001739614
Inhibrx, Inc.
INBX
0001240801
FORSYTH DOUGLAS
C/O INHIBRX, INC.
11025 NORTH TORREY PINES ROAD, SUITE 140
LA JOLLA
CA
92037
1
0
0
0
0
Common Stock
2024-05-30
4
D
0
598257
30
D
0
I
By the Forsyth Family Trust Dated July 20, 2001
Stock Option (right to buy)
10.52
2024-05-30
4
D
0
17259
D
2028-11-26
Common Stock
17259
0
D
Stock Option (right to buy)
23.03
2024-05-30
4
D
0
15000
D
2033-05-25
Common Stock
15000
0
D
Stock Option (right to buy)
12.57
2024-05-30
4
D
0
15000
D
2032-05-25
Common Stock
15000
0
D
Stock Option (right to buy)
24.78
2024-05-30
4
D
0
15000
D
2031-06-07
Common Stock
15000
0
D
Under the Agreement and Plan of Merger, dated January 22, 2024 (the "Merger Agreement"), by and among the Inhibrx, Inc. (the "Issuer"), Aventis Inc., a Pennsylvania corporation ("Parent") and wholly owned subsidiary of Sanofi, and Art Acquisition Sub, Inc., a Delaware corporation ("Merger Sub") and wholly owned subsidiary of Parent, following satisfaction or waiver of the closing conditions set forth in the Merger Agreement, on May 30, 2024, Merger Sub merged with and into the Issuer with the Issuer surviving as the surviving company (the "Merger").
In the Merger, each share of common stock of the Issuer that was outstanding immediately prior to the effective time of the Merger (the "Effective Time") (other than (A) the Issuer's common stock owned by the Issuer as treasury shares, (B) the Issuer's common stock owned by Parent or Merger Sub and (C) any dissenting shares), was automatically cancelled, extinguished and converted into the right to receive (i) an amount in cash equal to $30.00, without interest thereon (the "Closing Amount"), plus (ii) one (1) contractual contingent value right ("CVR") representing the right to receive a contingent payment of $5.00, without interest thereon, in cash (the "Milestone Payment"), upon the achievement of certain regulatory milestones ("Milestone") set forth in the Contingent Value Rights Agreement between Parent and Continental Stock Transfer & Trust Company.
The reporting person is a trustee of the Forsyth Family Trust Dated July 20, 2001 and, in such capacity, may be deemed to indirectly beneficially own the securities owned by the Forsyth Family Trust Dated July 20, 2001.
Twenty-five percent (25%) of the total shares subject to the stock option became exercisable on November 26, 2019, with the balance having vested and have become exercisable in equal successive monthly installments for thirty-six (36) months thereafter
Twenty-five percent (25%) of the total shares subject to the stock option became exercisable on May 25, 2024, with the balance to vest and become exercisable in equal successive monthly installments for thirty-six (36) months thereafter.
This stock option was cancelled in the Merger and converted into the right to receive (A) an amount in cash, without interest and less any applicable withholding taxes, equal to the product of (x) the total number of shares of the Issuer's common stock subject to such stock option immediately prior to the Effective Time, multiplied by (y) the excess of (I) the Closing Amount over (II) the exercise price payable per share of the Issuer common stock under such option and (B) one (1) CVR for each share of the Issuer common stock subject to such stock option.
Twenty-five percent (25%) of the total shares subject to the stock option became exercisable on May 25, 2023, with the balance to vest and become exercisable in equal successive monthly installments for thirty-six (36) months thereafter.
Twenty-five percent (25%) of the total shares subject to the stock option became exercisable on June 7, 2022, with the balance to vest and become exercisable in equal successive monthly installments for thirty-six (36) months thereafter.
/s/ Kelly D. Deck, attorney-in-fact
2024-05-30