0001209191-21-005410.txt : 20210126 0001209191-21-005410.hdr.sgml : 20210126 20210126170713 ACCESSION NUMBER: 0001209191-21-005410 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210122 FILED AS OF DATE: 20210126 DATE AS OF CHANGE: 20210126 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Nussbaum Ran CENTRAL INDEX KEY: 0001609805 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38939 FILM NUMBER: 21555024 MAIL ADDRESS: STREET 1: C/O KITE PHARMA, INC. STREET 2: 2225 COLORADO AVENUE CITY: SANTA MONICA STATE: CA ZIP: 90404 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Prevail Therapeutics Inc. CENTRAL INDEX KEY: 0001714798 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 430 EAST 29TH STREET, SUITE 940 CITY: NEW YORK STATE: NY ZIP: 10016 BUSINESS PHONE: 917-336-9310 MAIL ADDRESS: STREET 1: 430 EAST 29TH STREET, SUITE 940 CITY: NEW YORK STATE: NY ZIP: 10016 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2021-01-22 1 0001714798 Prevail Therapeutics Inc. PRVL 0001609805 Nussbaum Ran C/O PREVAIL THERAPEUTICS INC. 430 EAST 29TH STREET, SUITE 1520 NEW YORK NY 10016 1 0 0 0 Common Stock 2021-01-22 4 U 0 1576881 D 0 I See Footnote Stock Option (Right to Buy) 16.98 2021-01-22 4 D 0 17000 0.00 D Common Stock 17000 0 D Pursuant to the terms of the Merger Agreement, these shares were tendered and disposed of at the Acceptance Time in exchange for the right to receive (i) $22.50 per share of common stock, net to the seller in cash, without interest (the "Closing Amount"), plus (ii) one contingent value right per share (a "CVR"), which shall represent the right to receive certain consideration based on the achievement of net sales milestones. Includes (a) 242,141 shares held by Pontifax (Cayman) V L.P., (b) 352,209 shares held by Pontifax (China) V L.P., (c) 906,537 shares held by Pontifax (Israel) V Limited Partnership, and (d) 75,994 shares held by Pontifax Late Stage Fund, L.P. (together, the "Pontifax Entities"). Pontifax 5 G.P. L.P.("Pontifax 5 GP") is the general partner of each of the Pontifax Entities, and Pontifax Management 4 G.P. (2015) Ltd. ("Pontifax Management") is the general partner of Pontifax 5 GP. The Reporting Person is one of two Managing Partners of Pontifax Management and, as a result, may be deemed to share voting and investment power with respect to the shares held by each of the Pontifax Entities. The Reporting Person disclaims beneficial ownership of those shares held by the Pontifax Entities, except to the extent of his pecuniary interest therein. Pursuant to the Merger Agreement, as of immediately prior to the Effective Time, each option to purchase shares of the Issuer's common stock, whether or not vested, was automatically cancelled, by virtue of the Merger and without any action on the part of the Reporting Person, and the Reporting Person was entitled to receive (A) an amount of cash (less applicable tax withholdings) equal to the product of (i) the excess, if any, of the Closing Amount over the applicable exercise price per share underlying such stock option multiplied by (ii) the total number of shares subject to such stock option, and (B) one CVR for each share subject to such stock option immediately prior to the Effective Time (without regard to vesting). Capitalized terms used herein without definition have the meanings ascribed to them in the Agreement and Plan of Merger, dated as of December 24, 2020, by and among the Issuer, Eli Lilly and Company and Tyto Acquisition Corporation (the "Merger Agreement"). /s/ Brett Kaplan, Attorney-in-Fact 2021-01-26