0001694187-20-000069.txt : 20200506
0001694187-20-000069.hdr.sgml : 20200506
20200506210817
ACCESSION NUMBER: 0001694187-20-000069
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20200506
FILED AS OF DATE: 20200506
DATE AS OF CHANGE: 20200506
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Pfeffer Cary
CENTRAL INDEX KEY: 0001591092
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38551
FILM NUMBER: 20854250
MAIL ADDRESS:
STREET 1: C/O ELEVEN BIOTHERAPEUTICS
STREET 2: 215 FIRST STREET, SUITE 400
CITY: CAMBRIDGE
STATE: MA
ZIP: 02142
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Neon Therapeutics, Inc.
CENTRAL INDEX KEY: 0001694187
STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836]
IRS NUMBER: 000000000
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 40 ERIE STREET
STREET 2: SUITE 110
CITY: CAMBRIDGE
STATE: MA
ZIP: 02139
BUSINESS PHONE: 617-337-4701
MAIL ADDRESS:
STREET 1: 40 ERIE STREET
STREET 2: SUITE 110
CITY: CAMBRIDGE
STATE: MA
ZIP: 02139
4
1
wf-form4_158881367840907.xml
FORM 4
X0306
4
2020-05-06
1
0001694187
Neon Therapeutics, Inc.
NTGN
0001591092
Pfeffer Cary
C/O THIRD ROCK VENTURES, LLC
29 NEWBURY STREET, 3RD FLOOR
BOSTON
MA
02116
1
0
0
0
Common Stock
2020-05-06
4
D
0
0
D
0
I
See Footnote
Stock Option (Right to Buy)
16.0
2020-05-06
4
D
0
14000
D
Common Stock
14000.0
0
D
Stock Option (Right to Buy)
4.64
2020-05-06
4
D
0
18500
D
Common Stock
18500.0
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 January 15, 2020, by and among the Issuer, BioNTech SE ("BioNTech"), and Endor Lights, Inc. a direct wholly owned subsidiary of BioNTech ("Merger Sub"), pursuant to which Merger Sub merged with and into the Issuer (the "Merger") effective as of May 6, 2020 (the "Effective Time"). Immediately prior to the Effective Time, each issued and outstanding share of common stock of the Issuer (each, a "Share") was cancelled and converted into the right to receive 0.063 (the "Exchange Ratio") of American Depositary Shares of BioNTech ("BioNTech ADS") plus the right, if any, to receive cash in lieu of fractional shares of BioNTech ADSs into which such Shares would have been converted.
These Shares were directly held by TRV III. The general partner of TRV III is Third Rock Ventures GP III, L.P. ("TRV GP III"). The general partner of TRV GP III is TRV GP III, LLC ("TRV GP III LLC"). The individual managers of TRV GP III LLC are Mark Levin ("Levin"), Kevin Starr ("Starr") and Dr. Robert Tepper ("Tepper"). Each of TRV GP III, TRV GP III LLC, Levin, Starr and Tepper disclaims beneficial ownership of the Shares except to the extent of its or his pecuniary interest therein, if any, and this report shall not be deemed an admission that it or he is the beneficial owner of such Shares.
Pursuant to the Merger Agreement, at the Effective Time, these options were cancelled for no consideration because these options had an exercise price per Share that was equal to or greater than the product of the volume weighted average price of one BioNTech ADS for the ten trading days immediately prior to the second business day prior to the day of the closing of the Merger, starting with the opening of trading on the first trading day to the closing of the second to last trading day prior to the day of the closing of the Merger, as reported by Bloomberg, multiplied by the Exchange Ratio (the "Cash Merger Consideration").
/s/ Jolie M. Siegel, as Attorney-in-Fact
2020-05-07