0001209191-23-013671.txt : 20230228
0001209191-23-013671.hdr.sgml : 20230228
20230228162955
ACCESSION NUMBER: 0001209191-23-013671
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20230224
FILED AS OF DATE: 20230228
DATE AS OF CHANGE: 20230228
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Schwab Andrew J.
CENTRAL INDEX KEY: 0001598549
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-41201
FILM NUMBER: 23685971
MAIL ADDRESS:
STREET 1: C/O 5AM VENTURES
STREET 2: 501 2ND STREET, SUITE 350
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94107
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: PARMAR KUSH
CENTRAL INDEX KEY: 0001664281
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-41201
FILM NUMBER: 23685970
MAIL ADDRESS:
STREET 1: C/O 5AM VENTURES
STREET 2: 501 2ND STREET, SUITE 350
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94107
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: 5AM Opportunities I, L.P.
CENTRAL INDEX KEY: 0001753000
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-41201
FILM NUMBER: 23685972
BUSINESS ADDRESS:
STREET 1: 501 SECOND STREET, SUITE 350
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94107
BUSINESS PHONE: (415) 993-8565
MAIL ADDRESS:
STREET 1: 501 SECOND STREET, SUITE 350
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94107
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: 5AM Ventures VI, L.P.
CENTRAL INDEX KEY: 0001753037
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-41201
FILM NUMBER: 23685973
BUSINESS ADDRESS:
STREET 1: 501 2ND STREET, SUITE 350
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94107
BUSINESS PHONE: (415) 993-8565
MAIL ADDRESS:
STREET 1: 501 2ND STREET, SUITE 350
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94107
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: 5AM Opportunities II (GP), LLC
CENTRAL INDEX KEY: 0001873515
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-41201
FILM NUMBER: 23685969
BUSINESS ADDRESS:
STREET 1: 501 2ND STREET, SUITE 350
CITY: SAN FRANCISO
STATE: CA
ZIP: 94107
BUSINESS PHONE: (415) 993-8565
MAIL ADDRESS:
STREET 1: 501 2ND STREET, SUITE 350
CITY: SAN FRANCISO
STATE: CA
ZIP: 94107
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: 5AM Partners VI, LLC
CENTRAL INDEX KEY: 0001829051
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-41201
FILM NUMBER: 23685974
BUSINESS ADDRESS:
STREET 1: 501 2ND STREET, SUITE 350
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94107
BUSINESS PHONE: (415) 993-8565
MAIL ADDRESS:
STREET 1: 501 2ND STREET, SUITE 350
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94107
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: 5AM Opportunities II, L.P.
CENTRAL INDEX KEY: 0001844401
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-41201
FILM NUMBER: 23685968
BUSINESS ADDRESS:
STREET 1: 501 2ND STREET, SUITE 350
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94107
BUSINESS PHONE: (415) 993-8565
MAIL ADDRESS:
STREET 1: 501 2ND STREET, SUITE 350
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94107
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: 5AM Opportunities I (GP), LLC
CENTRAL INDEX KEY: 0001790778
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-41201
FILM NUMBER: 23685967
BUSINESS ADDRESS:
STREET 1: 501 2ND STREET, SUITE 350
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94107
BUSINESS PHONE: (415) 993-8565
MAIL ADDRESS:
STREET 1: 501 2ND STREET, SUITE 350
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94107
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: CinCor Pharma, Inc.
CENTRAL INDEX KEY: 0001868734
STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834]
IRS NUMBER: 000000000
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 230 THIRD AVE., 6TH FLOOR
CITY: WALTHAM
STATE: MA
ZIP: 02451
BUSINESS PHONE: 8445311834
MAIL ADDRESS:
STREET 1: 230 THIRD AVE., 6TH FLOOR
CITY: WALTHAM
STATE: MA
ZIP: 02451
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2023-02-24
1
0001868734
CinCor Pharma, Inc.
CINC
0001829051
5AM Partners VI, LLC
501 2ND STREET, SUITE 350
SAN FRANCISCO
CA
94107
0
0
1
0
0001753037
5AM Ventures VI, L.P.
501 2ND STREET, SUITE 350
SAN FRANCISCO
CA
94107
0
0
1
0
0001753000
5AM Opportunities I, L.P.
501 2ND STREET, SUITE 350
SAN FRANCISCO
CA
94107
0
0
1
0
0001598549
Schwab Andrew J.
501 2ND STREET, SUITE 350
SAN FRANCISCO
CA
94107
0
0
1
0
0001664281
PARMAR KUSH
501 2ND STREET, SUITE 350
SAN FRANCISCO
CA
94107
0
0
1
0
0001873515
5AM Opportunities II (GP), LLC
501 2ND STREET, SUITE 350
SAN FRANCISCO
CA
94107
0
0
1
0
0001844401
5AM Opportunities II, L.P.
501 2ND STREET, SUITE 350
SAN FRANCISCO
CA
94107
0
0
1
0
0001790778
5AM Opportunities I (GP), LLC
501 2ND STREET, SUITE 350
SAN FRANCISCO
CA
94107
0
0
1
0
Common Stock
2023-02-24
4
U
0
3953990
D
0
I
By 5AM Ventures VI, L.P.
Common Stock
2023-02-24
4
U
0
487333
D
0
I
By 5AM Opportunities II, L.P.
Common Stock
2023-02-24
4
U
0
496323
D
0
I
By 5AM Opportunities I, L.P.
Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of January 8, 2023, by and among CinCor Pharma, Inc. (the "Issuer"), AstraZeneca Finance and Holdings Inc. ("Parent") and Cinnamon Acquisition, Inc., a wholly owned subsidiary of Parent ("Purchaser"), on February 24, 2023, Purchaser completed a tender offer for shares of common stock of the Issuer (each, a "Share") and thereafter merged with and into the Issuer, with the Issuer continuing as the surviving corporation and a wholly owned subsidiary of Parent (the "Merger"). At the effective time of the Merger, each issued and outstanding Share was cancelled in exchange for (i) $26.00 per Share in cash (the "Cash Amount"), plus (ii) one contingent value right (each, a "CVR") per Share representing the right to receive a contingent payment of $10.00 per share, [continues to footnote (2)]
[continues from footnote (1)] in cash, upon the achievement of a specified milestone by December 31, 2033 (the Cash Amount plus one CVR, collectively, the "Offer Price"), in each case, without interest, subject to any applicable withholding taxes. Pursuant to the terms of the Merger Agreement, the Shares were tendered and disposed of at the Offer Acceptance Time (as defined in the Merger Agreement) in exchange for the right to receive the Offer Price.
Shares are held by 5AM Ventures VI, L.P. ("Ventures VI"). 5AM Partners VI, LLC ("Partners VI") is the sole general partner of Ventures VI. Dr. Kush Parmar and Andrew J. Schwab are the managing members of Partners VI and may be deemed to have shared voting and investment power over the shares beneficially owned by Ventures VI. Each of Partners VI, Dr. Parmar, and Mr. Schwab disclaims beneficial ownership of such shares except to the extent of its or his pecuniary interest therein.
Shares are held by 5AM Opportunities II, L.P. ("Opportunities II"). 5AM Opportunities II (GP), LLC ("Opportunities II GP") is the sole general partner of Opportunities II. Andrew J. Schwab and Dr. Kush Parmar are the managing members of Opportunities II GP and may be deemed to have shared voting and investment power over the shares beneficially owned by Opportunities II. Each of Opportunities II GP, Mr. Schwab and Dr. Parmar disclaims beneficial ownership of such shares except to the extent of its or his pecuniary interest therein.
Shares are held by 5AM Opportunities I, L.P. ("Opportunities"). 5AM Opportunities I (GP), LLC ("Opportunities GP") is the sole general partner of Opportunities. Andrew J. Schwab and Dr. Kush Parmar are the managing members of Opportunities GP and may be deemed to have shared voting and investment power over the shares beneficially owned by Opportunities. Each of Opportunities GP, Mr. Schwab and Dr. Parmar disclaims beneficial ownership of such shares except to the extent of its or his pecuniary interest therein.
5AM Partners VI, LLC, By /s/ Kush Parmar, Managing Member
2023-02-28
5AM Ventures VI, L.P., By: 5AM Partners VI, LLC, its General Partner, By /s/ Kush Parmar, Managing Member
2023-02-28
5AM Opportunities I, L.P., By: 5AM Opportunities I (GP), LLC, its General Partner, By /s/ Kush Parmar, Managing Member
2023-02-28
/s/ Andrew J. Schwab
2023-02-28
/s/ Kush Parmar
2023-02-28
5AM Opportunities II (GP), LLC, By /s/ Kush Parmar, Managing Member
2023-02-28
5AM Opportunities II, L.P., By: 5AM Opportunities II (GP), LLC, its General Partner, By /s/ Kush Parmar, Managing Member
2023-02-28
5AM Opportunities I (GP), LLC, By /s/ Kush Parmar, Managing Member
2023-02-28