0000950170-24-107789.txt : 20240918 0000950170-24-107789.hdr.sgml : 20240918 20240918161509 ACCESSION NUMBER: 0000950170-24-107789 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240918 FILED AS OF DATE: 20240918 DATE AS OF CHANGE: 20240918 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MURDOCK TERRY L CENTRAL INDEX KEY: 0001274071 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38096 FILM NUMBER: 241307670 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: G1 Therapeutics, Inc. CENTRAL INDEX KEY: 0001560241 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] ORGANIZATION NAME: 03 Life Sciences IRS NUMBER: 263648180 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 700 PARK OFFICES DRIVE STREET 2: SUITE 200 CITY: RESEARCH TRIANGLE PARK STATE: NC ZIP: 27709 BUSINESS PHONE: 919-213-9835 MAIL ADDRESS: STREET 1: 700 PARK OFFICES DRIVE STREET 2: SUITE 200 CITY: RESEARCH TRIANGLE PARK STATE: NC ZIP: 27709 FORMER COMPANY: FORMER CONFORMED NAME: G-Zero Therapeutics, Inc. DATE OF NAME CHANGE: 20121012 4 1 ownership.xml 4 X0508 4 2024-09-18 true 0001560241 G1 Therapeutics, Inc. GTHX 0001274071 MURDOCK TERRY L 700 PARK OFFICES DRIVE, SUITE 200 RESEARCH TRIANGLE PARK NC 27709 false true false false Chief Operating Officer false Common Stock 2024-09-18 4 A false 17900 A 145912 D Common Stock 2024-09-18 4 D false 124762 D 21150 D Common Stock 2024-09-18 4 U false 21150 D 0 D Stock Option (right to buy) 2.97 2024-09-18 4 D false 74500 D 2034-01-03 Common Stock 74500 0 D Stock Option (right to buy) 5.73 2024-09-18 4 D false 35700 D 2033-01-03 Common Stock 35700 0 D Represents performance stock units ("PSUs") previously granted to the Reporting Person subject to performance-based vesting conditions, for which the performance conditions associated with such PSUs had not yet occurred. Pursuant to the terms of that certain Agreement and Plan of Merger (the "Merger Agreement"), dated as of August 6, 2024, among the Issuer, Pharmacosmos A/S, a Danish Aktieselskab ("Parent"), and Genesis Merger Sub, Inc. ("Purchaser"), an indirect wholly-owned subsidiary of Parent, Purchaser completed a tender offer for shares of common stock of the Issuer and thereafter merged with and into the Issuer (the "Merger"), effective as of September 18, 2024, with the Issuer surviving the Merger. At the effective time of the Merger (the "Effective Time"), each outstanding share of Issuer common stock was cancelled and converted into the right to receive $7.15 per share in cash, without interest and subject to any applicable withholding taxes (the "Merger Consideration"). (Continued from footnote 2) Pursuant to the Merger Agreement, at the Effective Time, each outstanding restricted stock unit (whether vested or unvested) was deemed to have vested and was cancelled and automatically converted into the right to receive an amount in cash equal to the Merger Consideration, and each outstanding PSU was deemed to have vested as to the maximum number of shares of common stock achievable and was cancelled and automatically converted into the right to receive an amount in cash equal to the Merger Consideration. Pursuant to the Merger Agreement, at the Effective Time, each share of common stock held by the Reporting Person was tendered in exchange for the Merger Consideration. Pursuant to the Merger Agreement, at the Effective Time, each option to purchase shares of common stock (each "Stock Option") that was outstanding immediately prior to the Effective Time became fully vested and was cancelled at the Effective Time and converted into the right to receive an amount in cash equal to the product of (x) the total number of shares of common stock subject to such Stock Option immediately prior to the Effective Time multiplied by (y) the excess, if any, of the Merger Consideration over the applicable exercise price per share under such Stock Option. /S/ Monica Roberts Thomas, attorney-in-fact 2024-09-18