0001209191-23-045428.txt : 20230811 0001209191-23-045428.hdr.sgml : 20230811 20230811161052 ACCESSION NUMBER: 0001209191-23-045428 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230811 FILED AS OF DATE: 20230811 DATE AS OF CHANGE: 20230811 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Krishnan Mahesh CENTRAL INDEX KEY: 0001866746 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37345 FILM NUMBER: 231164183 MAIL ADDRESS: STREET 1: 3675 MARKET STREET STREET 2: SUITE 200 CITY: PHILADELPHIA STATE: PA ZIP: 19104 FORMER NAME: FORMER CONFORMED NAME: Krishan Mahesh DATE OF NAME CHANGE: 20210610 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CHINOOK THERAPEUTICS, INC. CENTRAL INDEX KEY: 0001435049 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 400 FAIRVIEW AVENUE NORTH, SUITE 900 CITY: SEATTLE STATE: WA ZIP: 98109 BUSINESS PHONE: 206-485-7051 MAIL ADDRESS: STREET 1: 400 FAIRVIEW AVENUE NORTH, SUITE 900 CITY: SEATTLE STATE: WA ZIP: 98109 FORMER COMPANY: FORMER CONFORMED NAME: ADURO BIOTECH, INC. DATE OF NAME CHANGE: 20111107 FORMER COMPANY: FORMER CONFORMED NAME: ADURO BIOTECH DATE OF NAME CHANGE: 20080514 4 1 doc4.xml FORM 4 SUBMISSION X0508 4 2023-08-11 1 0001435049 CHINOOK THERAPEUTICS, INC. KDNY 0001866746 Krishnan Mahesh C/O CHINOOK THERAPEUTICS, INC. 400 FAIRVIEW AVE. NO., 9TH FLOOR SEATTLE WA 98109 1 0 0 0 0 Common Stock 2023-08-11 4 D 0 1275 D 0 D Stock Option (Right to Buy) 16.74 2023-08-11 4 D 0 26600 23.26 D 2032-04-01 Common Stock 26600 0 D Restricted Stock Units 2023-08-11 4 D 0 4401 D Common Stock 4401 0 D The reported securities were disposed of pursuant to the Merger Agreement (defined in the Remarks below). Upon effectiveness of the Merger (defined in the Remarks below), in exchange for each share of the Issuer's Common Stock, the reporting person received: (i) $40.00 in cash, without interest and less applicable withholding taxes; and (ii) one contractual contingent value right (each, a "CVR"), entitling the reporting person to additional cash payments upon the achievement of certain future business milestones pursuant to the Contingent Value Rights Agreement (the "Contingent Value Rights Agreement") entered into concurrent with completion of the Merger. This stock option award, which provided for ratable vesting in 36 monthly installments beginning on May 2, 2022, became fully vested and was canceled upon effectiveness of the Merger , and was converted into the right to receive, with respect to each share of the Issuer's Common Stock underlying such option, (i) a cash payment representing the excess, if any, of the per share merger consideration ($40.00 per share) over the per share exercise price for such option, without interest, and (ii) one CVR, entitling the reporting person to additional cash payments upon the achievement of certain future business milestones pursuant to the Contingent Value Rights Agreement entered into concurrent with the completion of the Merger, in each case subject to applicable withholding taxes. When granted, each restricted stock unit ("RSU") represented a contingent right to receive one share of the Issuer's Common Stock upon settlement. When granted, the RSU award provided for ratable vesting in annual installments of one-third beginning on April 2, 2023. Pursuant to the Merger Agreement, at the effective time of the Merger, the RSU award was cancelled and converted into the right to receive, with respect to each share of the Issuer's Common Stock underlying such RSU, (i) a cash payment equal to $40.00 (without interest and subject to any applicable tax withholding), and (ii) one CVR. The reported securities were disposed of by the reporting person pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of June 11, 2023, by and among Novartis AG, a company organized under the laws of Switzerland ("Parent"), Cherry Merger Sub Inc., a Delaware corporation and an indirect wholly owned subsidiary of Parent ("Merger Sub"), and the Issuer, which was previously disclosed by the Issuer on its Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on June 12, 2023 (File No. 001-37345). In connection with the closing of the transactions contemplated by the Merger Agreement, on August 11, 2023, Merger Sub merged (the "Merger") with and into the Issuer, with the Issuer surviving as a wholly-owned subsidiary of Parent. /s/ Kirk Schumacher, Attorney-in-Fact 2023-08-11