0001493152-23-013916.txt : 20230427 0001493152-23-013916.hdr.sgml : 20230427 20230427180609 ACCESSION NUMBER: 0001493152-23-013916 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230427 FILED AS OF DATE: 20230427 DATE AS OF CHANGE: 20230427 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Palmer Ashleigh CENTRAL INDEX KEY: 0001493714 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38552 FILM NUMBER: 23859025 MAIL ADDRESS: STREET 1: PROVENTION BIO, INC. STREET 2: 110 OLD DRIFTWAY LANE CITY: LEBANON STATE: NJ ZIP: 08833 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Provention Bio, Inc. CENTRAL INDEX KEY: 0001695357 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 55 BROAD STREET, 2ND FLOOR CITY: RED BANK STATE: NJ ZIP: 07701 BUSINESS PHONE: 908-428-9136 MAIL ADDRESS: STREET 1: 55 BROAD STREET, 2ND FLOOR CITY: RED BANK STATE: NJ ZIP: 07701 FORMER COMPANY: FORMER CONFORMED NAME: Provention Inc. DATE OF NAME CHANGE: 20170120 4 1 ownership.xml X0407 4 2023-04-27 1 0001695357 Provention Bio, Inc. PRVB 0001493714 Palmer Ashleigh C/O PROVENTION BIO, INC. 55 BROAD STREET, 2ND FLOOR RED BANK NJ 07701 0 1 0 0 Director and CEO 0 Common Stock 2023-04-27 4 U 0 2570050 D 0 D Option to Purchase Common Stock 2.50 2023-04-27 4 D 0 441720 D Common Stock 441720 0 D Option to Purchase Common Stock 12.54 2023-04-27 4 D 0 400000 D Common Stock 400000 0 D Option to Purchase Common Stock 12.62 2023-04-27 4 D 0 137750 D Common Stock 137750 0 D Option to Purchase Common Stock 6.80 2023-04-27 4 D 0 139500 D Common Stock 139500 0 D Option to Purchase Common Stock 4.37 2023-04-27 4 D 0 360000 D Common Stock 360000 0 D Option to Purchase Common Stock 10.46 2023-04-27 4 D 0 700000 D Common Stock 700000 0 D This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of March 12, 2023, by and among the Issuer, Sanofi S.A. ("Parent"), and Zest Acquisition Sub, Inc., an indirect wholly owned subsidiary of Parent ("Purchaser"), pursuant to which Purchaser completed a tender offer for shares of common stock of the Issuer ("Company Common Stock") and thereafter merged with and into the Issuer (the "Merger") effective as of April 27, 2023 (the "Effective Time"). At the Effective Time, each issued and outstanding share of Company Common Stock was cancelled and converted into the right to receive $25.00 in cash (the "Offer Price") without interest and subject to applicable withholding of taxes. Pursuant to the actions of the board of directors of the Issuer and in accordance with the terms of the Merger Agreement, at the Effective Time, each option to purchase shares of Company Common Stock granted under an Issuer equity plan (each, a "Company Stock Option") that was outstanding and unvested immediately prior to the Effective Time vested in full. As of the Effective Time, each Company Stock Option that was outstanding and vested immediately prior to the Effective Time was cancelled, and, in exchange therefor, the holder of such cancelled Company Stock Option became entitled to receive in consideration of the cancellation of such Company Stock Option, an amount in cash (without interest and less applicable tax withholdings) equal to the product of (x) the total number of shares of Company Common Stock subject to such Company Stock Option immediately prior to the Effective Time multiplied by (y) the excess, if any, of the Offer Price over the applicable exercise price per share of Company Common Stock under such Company Stock Option. /s/ Thierry Chauche, as attorney-in-fact 2023-04-27