0000950170-24-068893.txt : 20240604 0000950170-24-068893.hdr.sgml : 20240604 20240604172647 ACCESSION NUMBER: 0000950170-24-068893 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240604 FILED AS OF DATE: 20240604 DATE AS OF CHANGE: 20240604 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Crowley John J CENTRAL INDEX KEY: 0001587972 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39344 FILM NUMBER: 241019588 MAIL ADDRESS: STREET 1: 251 BALLARDVALE STREET CITY: WILMINGTON STATE: MA ZIP: 01887 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Fusion Pharmaceuticals Inc. CENTRAL INDEX KEY: 0001805890 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] ORGANIZATION NAME: 03 Life Sciences IRS NUMBER: 000000000 STATE OF INCORPORATION: Z4 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 270 LONGWOOD ROAD SOUTH CITY: HAMILTON STATE: A6 ZIP: L8P 0A6 BUSINESS PHONE: 289-799-0891 MAIL ADDRESS: STREET 1: 270 LONGWOOD ROAD SOUTH CITY: HAMILTON STATE: A6 ZIP: L8P 0A6 4 1 ownership.xml 4 X0508 4 2024-06-04 true 0001805890 Fusion Pharmaceuticals Inc. FUSN 0001587972 Crowley John J C/O FUSION PHARMACEUTICALS INC. TWO INTERNATIONAL PLACE, SUITE 2310 BOSTON MA 02110 false true false false Chief Financial Officer false Common Stock 2024-06-04 4 D false 10410 D 0 D Stock Option (Right to Buy) 2.99 2024-06-04 4 D false 38561 D Common Stock 38561 0 D Stock Option (Right to Buy) 17.00 2024-06-04 4 D false 26972 D Common Stock 26972 0 D Stock Option (Right to Buy) 17.00 2024-06-04 4 D false 60852 D Common Stock 60852 0 D Stock Option (Right to Buy) 11.90 2024-06-04 4 D false 138000 D Common Stock 138000 0 D Stock Option (Right to Buy) 7.70 2024-06-04 4 D false 167000 D Common Stock 167000 0 D Stock Option (Right to Buy) 3.75 2024-06-04 4 D false 250000 D Common Stock 250000 0 D Stock Option (Right to Buy) 8.44 2024-06-04 4 D false 106100 D Common Stock 106100 0 D Stock Option (Right to Buy) 2.19 2024-06-04 4 D false 313359 D Common Stock 313359 0 D Restricted Stock Units 2024-06-04 4 D false 63700 D Common Stock 63700 0 D Pursuant to the Arrangement Agreement, dated as of March 18, 2024 (the "Arrangement Agreement"), by and among the Issuer, AstraZeneca AB, a public company with limited liability (Aktiebolag) incorporated under the laws of Sweden ("Parent") and 15863210 Canada Inc., a corporation formed under the Canada Business Corporations Act ("Purchaser"), Purchaser acquired all of the issued and outstanding common shares of the Issuer (collectively, the "Shares") effective as of 12:01 a.m. Toronto time on June 4, 2024 (the "Effective Time"). Following the Effective Time, each Share outstanding immediately prior to the Effective Time was assigned and transferred by the holder thereof to Purchaser in exchange for (i) US$21.00 in cash (the "Cash Consideration") plus (ii) one contingent value right (each, a "CVR") representing the contingent right to receive a cash payment equal to US$3.00, in each case subject to applicable tax withholdings and other source deductions. Pursuant to the terms of the Arrangement Agreement, immediately following the Effective Time, each option to purchase Shares granted (each, an "Option") with an exercise price that is less than the Cash Consideration and outstanding immediately prior to the Effective Time, whether vested or unvested, was assigned, transferred and surrendered by the holder thereof to the Issuer and thereafter cancelled in consideration for (A) a cash payment by or on behalf of the Issuer equal to the number of Shares into which such Option is then exercisable multiplied by the amount, if any, by which the Cash Consideration exceeds the exercise price per Share of such Option and (B) one CVR with respect to each Share into which such Option is then exercisable, in each case subject to applicable tax withholdings and other source deductions. Each restricted stock unit ("RSU") represents a contingent right to receive one Share. Pursuant to the terms of the Arrangement Agreement, immediately following the Effective Time, each RSU, whether vested or unvested, was assigned, transferred and surrendered by the holder thereof to the Issuer and thereafter cancelled in consideration for, (i) if held by a Canadian Incentive Holder (as defined in the Arrangement Agreement), the number of Shares underlying such RSU and (ii) if held by a Non-Canadian Incentive Holder (as defined in the Arrangement Agreement), (A) a cash payment by or on behalf of the Issuer equal to the number of Shares underlying such RSU multiplied by the amount, if any, by the Cash Consideration and (B) one CVR with respect to each Share underlying such RSU, in each case subject to applicable tax withholdings and other source deductions. /s/ Maria Stahl as Attorney-in-Fact for John Crowley 2024-06-04