0000950170-24-017405.txt : 20240220
0000950170-24-017405.hdr.sgml : 20240220
20240220193845
ACCESSION NUMBER: 0000950170-24-017405
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20240219
FILED AS OF DATE: 20240220
DATE AS OF CHANGE: 20240220
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: MCDADE MARK
CENTRAL INDEX KEY: 0001242126
ORGANIZATION NAME:
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40655
FILM NUMBER: 24655884
MAIL ADDRESS:
STREET 1: C/O PROTINE DESIGN LAB
STREET 2: 7442 NORTH MARCER WAY
CITY: MERCER ISLAND
STATE: WA
ZIP: 98040
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Icosavax, Inc.
CENTRAL INDEX KEY: 0001786255
STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836]
ORGANIZATION NAME: 03 Life Sciences
IRS NUMBER: 000000000
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 1930 BOREN AVE., SUITE 1000
CITY: SEATTLE
STATE: WA
ZIP: 98101
BUSINESS PHONE: (206) 737-0085
MAIL ADDRESS:
STREET 1: 1930 BOREN AVE., SUITE 1000
CITY: SEATTLE
STATE: WA
ZIP: 98101
4
1
ownership.xml
4
X0508
4
2024-02-19
true
0001786255
Icosavax, Inc.
ICVX
0001242126
MCDADE MARK
C/O QIMING U.S. VENTURES MANAGEMENT, LLC
11100 NE 8TH STREET, SUITE 200
BELLEVUE
WA
98004
false
false
false
true
See Remarks
false
Common Stock
2024-02-19
4
U
false
55786
D
0
D
Common Stock
2024-02-19
4
U
false
3510228
D
0
I
By Qiming U.S. Healthcare Fund II, L.P.
Stock Option (Right to Buy)
6.25
2024-02-19
4
D
false
22278
D
Common Stock
22278
0
D
Stock Option (Right to Buy)
9.89
2024-02-19
4
D
false
17000
D
Common Stock
17000
0
D
In connection with the terms of an Agreement and Plan of Merger, dated as of December 11, 2023 (the "Merger Agreement"), by and among the Issuer, AstraZeneca Finance and Holdings Inc. ("Parent"), and Isochrone Merger Sub Inc., a wholly owned subsidiary of Parent ("Purchaser"), Purchaser completed a tender offer for shares of the Issuer's Common Stock at a purchase price per share of (i) $15.00 plus (ii) one non-tradable contingent value right ("CVR") per share representing the right to receive a contingent payment of up to $5.00 in cash upon achievement of specified milestones (collectively, the "Offer Price"). After completion of the tender offer, Purchaser merged with and into the Issuer (the "Merger"), effective as of February 19, 2024 (the "Effective Time"), with the Issuer continuing as the surviving entity and a wholly owned subsidiary of Parent.
Pursuant to the terms of the Merger Agreement, immediately prior to the Effective Time, this stock option was cancelled and converted into the right to receive, subject to the terms of the Merger Agreement, (a) an amount in cash equal to the product obtained by multiplying (1) the aggregate number of shares underlying such option immediately prior to the Effective Time by (2) an amount equal to (A) $15.00 less (B) the exercise price of such option, plus (b) one CVR for each share underlying such option immediately prior to the Effective Time.
Former Director
/s/ Mark McDade
2024-02-20