0000950170-24-042625.txt : 20240408 0000950170-24-042625.hdr.sgml : 20240408 20240408161807 ACCESSION NUMBER: 0000950170-24-042625 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240326 FILED AS OF DATE: 20240408 DATE AS OF CHANGE: 20240408 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Pierce Valerie L CENTRAL INDEX KEY: 0001397112 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38853 FILM NUMBER: 24829800 MAIL ADDRESS: STREET 1: 341 OYSTER POINT BOULEVARD CITY: SOUTH SAN FRANCISCO STATE: CA ZIP: 94080 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: NGM BIOPHARMACEUTICALS INC CENTRAL INDEX KEY: 0001426332 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] ORGANIZATION NAME: 03 Life Sciences IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 333 OYSTER POINT BOULEVARD CITY: SOUTH SAN FRANCISCO STATE: CA ZIP: 94080 BUSINESS PHONE: 650-243-5555 MAIL ADDRESS: STREET 1: 333 OYSTER POINT BOULEVARD CITY: SOUTH SAN FRANCISCO STATE: CA ZIP: 94080 4 1 ownership.xml 4 X0508 4 2024-03-26 true 0001426332 NGM BIOPHARMACEUTICALS INC NGM 0001397112 Pierce Valerie L C/O NGM BIOPHARMACEUTICALS, INC. 333 OYSTER POINT BOULEVARD SOUTH SAN FRANCISCO CA 94080 false true false false See Remarks false Common Stock 2024-04-05 4 U false 26458 D 0 D Restricted Stock Unit 2024-04-05 4 D false 36750 D Common Stock 36750 0 D Stock Option (Right to Buy) 0.84 2024-04-05 4 D false 200000 D 2029-09-30 Common Stock 200000 0 D Stock Option (Right to Buy) 0.84 2024-04-05 4 D false 100000 D 2031-03-16 Common Stock 100000 0 D Stock Option (Right to Buy) 0.84 2024-04-05 4 D false 150000 D 2032-03-02 Common Stock 150000 0 D Stock Option (Right to Buy) 4.36 2024-04-05 4 D false 150000 D 2033-03-01 Common Stock 150000 0 D Stock Option (Right to Buy) 4.36 2024-04-05 4 D false 147000 D 2033-03-01 Common Stock 147000 0 D Includes 3,000 shares acquired under the Issuer's Employee Stock Purchase Plan on March 26, 2024. This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger entered into by and among the Issuer, Atlas Neon Parent, Inc. ("Parent") and Atlas Neon Merger Sub, Inc., a wholly-owned subsidiary of Parent ("Purchaser"), dated as of February 25, 2024 ("Merger Agreement"), pursuant to which the Purchaser completed a tender offer for the shares of common stock of the Issuer and thereafter merged with and into the Issuer effective as of April 5, 2024 (the "Effective Time"). Pursuant to the terms of the Merger Agreement and Purchaser's offer to purchase, the shares of common stock were tendered to Purchaser in consideration for a per share price of $1.55 in cash, subject to applicable tax withholding and without interest (the "Offer Price"). Pursuant to the Merger Agreement, as of the Effective Time, each outstanding Restricted Stock Unit was canceled and the holder of such canceled Restricted Stock Unit was entitled to receive an amount in cash, without interest and less any withholding of taxes, equal to the Offer Price. Restricted Stock Units have no expiration date. Pursuant to the Merger Agreement, as of the Effective Time, the vesting of each outstanding unvested Stock Option that had a per share exercise price that was less than the Offer Price (an "In-the-Money Option") was accelerated, any applicable retention period for options that were repriced ended, and each outstanding In-the-Money Option (both vested and unvested) was canceled and the holder of such canceled Stock Option was entitled to receive an amount in cash, without interest and less any withholding of taxes, equal to the product of (i) the excess of the Offer Price over the applicable exercise price per share subject to such Stock Option multiplied by (ii) the total number of shares subject to such Stock Option. Each Stock Option that was not an In-the-Money Option (whether vested or unvested) was canceled as of the Effective Time for no consideration. General Counsel, Chief Compliance Officer and Secretary /s/ Valerie Pierce, Attorney-in-Fact 2024-04-05