| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Inhibrx Biosciences, Inc. [ INXB ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/29/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 05/29/2024 | A | 806,075 | A | (1) | 806,075 | I | By The Jon F. Kayyem and Paige Gates-Kayyem Family Trust(2) | ||
| Common Stock | 05/29/2024 | A | 6,250 | A | (1) | 6,250 | I | By Child A(3) | ||
| Common Stock | 05/29/2024 | A | 6,250 | A | (1) | 6,250 | I | By Child B(4) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Option (right to buy) | $15.86 | 05/30/2024(5) | A | 30,000 | (6) | 05/30/2034 | Common Stock | 30,000 | $0.00 | 30,000 | D | ||||
| Explanation of Responses: |
| 1. The transactions reported herein are the result of the consummation on May 29, 2024 of the distribution by Inhibrx, Inc. of 92% of the issued and outstanding shares of common stock of its subsidiary, Inhibrx Biosciences, Inc. (the "Issuer"), to holders of shares of Inhibrx, Inc.'s common stock as of the distribution record date of May 17, 2024, on a pro rata basis, at a ratio of one share of the Company's common stock for every four shares of Inhibrx, Inc.'s issued and outstanding common stock held on the distribution record date. These transactions are voluntarily reported notwithstanding the exemption provided by Rule 16a-9. |
| 2. These securities are directly owned by The Jon F. Kayyem and Paige Gates-Kayyem Family Trust. Jon Faiz Kayyem is the trustee of The Jon F. Kayyem and Paige Gates-Kayyem Family Trust and he disclaims beneficial ownership of these securities, except to the extent of any indirect pecuniary interest in his distributive shares therein. |
| 3. These securities are held in a custodial account managed by the reporting person for the benefit of the reporting person's minor child, Child A. The reporting person disclaims beneficial ownership of these securities, except to the extent of any indirect pecuniary interest in his distributive shares therein. |
| 4. These securities are held in a custodial account managed by the reporting person for the benefit of the reporting person's minor child, Child B. The reporting person disclaims beneficial ownership of these securities, except to the extent of any indirect pecuniary interest in his distributive shares therein. |
| 5. This stock option was granted following the consummation of the merger of Inhibrx, Inc. with a wholly owned indirect subsidiary of Sanofi. |
| 6. This stock option will be fully exercisable on May 30, 2025, subject to the reporting person?s continued service through such date. |
| /s/ Kelly D. Deck, Chief Financial Officer of Inhibrx Biosciences, Inc., as attorney-in-fact | 05/30/2024 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||