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