0000950170-24-028182.txt : 20240307
0000950170-24-028182.hdr.sgml : 20240307
20240307174136
ACCESSION NUMBER: 0000950170-24-028182
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20240307
FILED AS OF DATE: 20240307
DATE AS OF CHANGE: 20240307
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Nelson Sonja
CENTRAL INDEX KEY: 0001674905
ORGANIZATION NAME:
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-56600
FILM NUMBER: 24731529
MAIL ADDRESS:
STREET 1: C/O MOTUS GI HOLDINGS, INC.
STREET 2: 1301 EAST BROWARD BOULEVARD, 3RD FLOOR
CITY: FT. LAUDERDALE
STATE: FL
ZIP: 33301
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Ambrx Biopharma, Inc.
CENTRAL INDEX KEY: 0001990550
STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836]
ORGANIZATION NAME: 03 Life Sciences
IRS NUMBER: 932892120
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 10975 NORTH TORREY PINES ROAD
CITY: LA JOLLA
STATE: CA
ZIP: 92037
BUSINESS PHONE: (858) 875-2400
MAIL ADDRESS:
STREET 1: 10975 NORTH TORREY PINES ROAD
CITY: LA JOLLA
STATE: CA
ZIP: 92037
FORMER COMPANY:
FORMER CONFORMED NAME: New Ambrx Biopharma Inc.
DATE OF NAME CHANGE: 20230818
4
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2024-03-07
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0001990550
Ambrx Biopharma, Inc.
AMAM
0001674905
Nelson Sonja
C/O AMBRX BIOPHARMA, INC.
10975 N TORREY PINES ROAD
LA JOLLA
CA
92037
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Chief Financial Officer
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Common Stock
2024-03-07
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22936
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Restricted Stock Units
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Common Stock
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Restricted Stock Units
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Option to Purchase Common Stock
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Option to Purchase Common Stock
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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 5, 2024, among the Issuer, Johnson & Johnson ("J&J"), and Charm Merger Sub, Inc., a wholly owned subsidiary of J&J ("Merger Sub"), pursuant to which Merger Sub merged with and into the Issuer (the "Merger"), effective as of March 7, 2024 (such date and time of such Merger, the "Effective Time"), with the Issuer surviving the Merger as a wholly owned subsidiary of J&J.
Pursuant to the Merger Agreement, at the Effective Time, each outstanding share of common stock of the Issuer ("Company Common Stock") reported in this Form 4 was converted into the right to receive an amount equal to $28.00 per share in cash (the "Merger Consideration"), without interest and less any applicable withholding taxes.
Each of these restricted stock units ("RSUs") represents a contingent right to receive one share of the Company Common Stock.
These RSUs vest as follows: (i) one-third (1/3) of the RSUs will vest on the 12-month anniversary of April 26, 2023 (the "Grant Date"), (ii) one-third (1/3) of the RSUs will vest on the 24-month anniversary of the Grant Date, and (iii) one-third (1/3) of the RSUs will vest on the 36-month anniversary of the Grant Date.
Pursuant to the Merger Agreement, at the Effective Time, each of these RSUs that was outstanding as of immediately prior to the Effective Time was cancelled and the Reporting Person was entitled to receive the Merger Consideration, without interest and less any applicable withholding taxes, in respect of each such RSU.
These RSUs vest as follows: (i) one-sixth (1/6) of the RSUs will vest on the six (6)-month anniversary of the grant date of December 11, 2023, and (ii) one-twelfth (1/12) of the RSUs will vest on a quarterly basis thereafter.
The Company Common Stock subject to the options to purchase shares of Company Common Stock (each, a "Company Option") vest as follows: (i) twenty-five (25) percent of the Company Common Stock vested on June 30, 2022, and (ii) the remainder vests in thirty-six equal monthly installments following such date.
Pursuant to the Merger Agreement, at the Effective Time, each Company Option that was outstanding and unexercised as of immediately prior to the Effective Time, whether vested or unvested, with a per share exercise price ("Per Share Exercise Price") that was less than the Merger Consideration, was cancelled and converted into the right to receive an amount in cash (without interest and less any applicable withholding taxes) equal to the product of (i) the aggregate number of shares of Company Common Stock underlying such Company Option immediately prior to the Effective Time, and (ii) the excess of (A) the Merger Consideration over (B) the Per Share Exercise Price of such Company Option. Each Company Option that had a Per Share Exercise Price that was equal to or exceeded the amount of the Merger Consideration at the Effective Time was cancelled for no consideration.
The Company Common Stock subject to the Company Options vest as follows: (i) twenty-five (25) percent of the Company Common Stock vested on February 23, 2023, and (ii) the remainder vests in thirty-six equal monthly installments following such date.
These Company Options are fully vested and exercisable.
The Company Common Stock subject to the Company Options vest as follows: (i) 1/6 of the Company Common Stock vested on January 5, 2024, and the remainder vests in ten (10) equal quarterly installments following such date.
/s/ Sonja Nelson
2024-03-07