0001209191-23-013481.txt : 20230227 0001209191-23-013481.hdr.sgml : 20230227 20230227211549 ACCESSION NUMBER: 0001209191-23-013481 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20221128 FILED AS OF DATE: 20230227 DATE AS OF CHANGE: 20230227 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HEALY JAMES CENTRAL INDEX KEY: 0001245624 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41201 FILM NUMBER: 23677985 MAIL ADDRESS: STREET 1: 3000 SAND HILL ROAD, 4-250 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Sofinnova Management X, L.P. CENTRAL INDEX KEY: 0001680194 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41201 FILM NUMBER: 23677983 BUSINESS ADDRESS: STREET 1: 3000 SAND HILL ROAD, 4-250 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650-681-8420 MAIL ADDRESS: STREET 1: 3000 SAND HILL ROAD, 4-250 CITY: MENLO PARK STATE: CA ZIP: 94025 FORMER NAME: FORMER CONFORMED NAME: Sofinnova Management X, L.L.C. DATE OF NAME CHANGE: 20160720 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Sofinnova Management X-A, L.L.C. CENTRAL INDEX KEY: 0001965187 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41201 FILM NUMBER: 23677982 BUSINESS ADDRESS: STREET 1: 3000 SAND HILL ROAD, 4-250 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650-681-8420 MAIL ADDRESS: STREET 1: 3000 SAND HILL ROAD, 4-250 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Katabi Maha CENTRAL INDEX KEY: 0001720685 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41201 FILM NUMBER: 23677984 MAIL ADDRESS: STREET 1: SOFINNOVA INVESTMENTS STREET 2: 3000 SAND HILL ROAD, 4-250 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Sofinnova Venture Partners X, L.P. CENTRAL INDEX KEY: 0001680200 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41201 FILM NUMBER: 23677981 BUSINESS ADDRESS: STREET 1: 3000 SAND HILL ROAD, 4-250 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650-681-8420 MAIL ADDRESS: STREET 1: 3000 SAND HILL ROAD, 4-250 CITY: MENLO PARK STATE: CA ZIP: 94025 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CinCor Pharma, Inc. CENTRAL INDEX KEY: 0001868734 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 230 THIRD AVE., 6TH FLOOR CITY: WALTHAM STATE: MA ZIP: 02451 BUSINESS PHONE: 8445311834 MAIL ADDRESS: STREET 1: 230 THIRD AVE., 6TH FLOOR CITY: WALTHAM STATE: MA ZIP: 02451 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2022-11-28 1 0001868734 CinCor Pharma, Inc. CINC 0001245624 HEALY JAMES C/O CINCOR PHARMA, INC 230 THIRD AVENUE, 6TH FLOOR WALTHAM MA 02451 1 0 1 0 0001720685 Katabi Maha C/O SOFINNOVA INVESTMENTS, INC. 3000 SAND HILL ROAD, BLDG. 4, SUITE 250 MENLO PARK CA 94025 0 0 1 0 0001680194 Sofinnova Management X, L.P. C/O SOFINNOVA INVESTMENTS, INC. 3000 SAND HILL ROAD, BLDG. 4, SUITE 250 MENLO PARK CA 94025 0 0 1 0 0001965187 Sofinnova Management X-A, L.L.C. C/O SOFINNOVA INVESTMENTS, INC. 3000 SAND HILL ROAD, BLDG. 4, SUITE 250 MENLO PARK CA 94025 0 0 1 0 0001680200 Sofinnova Venture Partners X, L.P. C/O SOFINNOVA INVESTMENTS, INC. 3000 SAND HILL ROAD, BLDG. 4, SUITE 250 MENLO PARK CA 94025 0 0 1 0 Common Stock 2022-11-28 4 S 0 6000 14.32 D 0 I By Sofinnova Synergy Master Fund, LP Common Stock 2023-02-24 4 U 0 9803 D 19608 D Common Stock 2023-02-24 4 D 0 19608 D 0 D Common Stock 2023-02-24 4 U 0 6073949 D 0 I By Sofinnova Venture Partners X, L.P. 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. The shares are directly held by Sofinnova Synergy Master Fund, LP (the "Synergy Fund"). Sofinnova Synergy Fund GP, LLC (the "Synergy Fund GP"), the general partner of the Syngery Fund, may be deemed to have sole voting and dispositive power over such shares. Dr. Healy is a managing member of the Synergy Fund GP and may be deemed to share voting and dispositive power over the shares held by the Synergy Fund. Dr. Healy disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein. 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)] [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. 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. The shares are directly held by Sofinnova Venture Partners X, L.P. ("SVP X"). Sofinnova Management X, L.P. ("SM X LP") is the general partner of SVP X and may be deemed to have sole voting and dispositive power over the shares held by SVP X. Sofinnova Management X-A, L.L.C. ("SM X LLC") is the general partner of SVP X LP and may be deemed to have sole voting and dispositive power over the shares held by SVP X. Dr. Healy and Dr. Katabi are the managing member of SM X LLC and may be deemed to have shared voting and dispositive power over the shares held by SVP X. Each of Dr. Healy and Dr. Katabi disclaims beneficial ownership of such shares, except to the extent of his or her pecuniary interest therein. /s/ Amanda Gonzalez Burton, Attorney-in-Fact 2023-02-27 Maha Katabi, By /s/ Nathalie Auber, Attorney-in-Fact 2023-02-27 /s/ Sofinnova Venture Managment X, L.P., By /s/ Nathalie Auber, Attorney-in-Fact 2023-02-27 Sofinnova Management X-A, L.L.C., By /s/ Nathalie Auber, Attorney-in-Fact 2023-02-27 Sofinnova Venture Partners X, L.P., By /s/ Nathalie Auber, Attorney-in-Fact 2023-02-27