0001062993-22-023381.txt : 20221205
0001062993-22-023381.hdr.sgml : 20221205
20221205212112
ACCESSION NUMBER: 0001062993-22-023381
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20221201
FILED AS OF DATE: 20221205
DATE AS OF CHANGE: 20221205
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Semigran Marc
CENTRAL INDEX KEY: 0001691494
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39271
FILM NUMBER: 221446528
MAIL ADDRESS:
STREET 1: C/O MYOKARDIA, INC.
STREET 2: 333 ALLERTON AVE
CITY: SOUTH SAN FRANCISCO
STATE: CA
ZIP: 94080
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Renovacor, Inc.
CENTRAL INDEX KEY: 0001799850
STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836]
IRS NUMBER: 000000000
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 201 BROADWAY
STREET 2: SUITE 310
CITY: CAMBRIDGE
STATE: MA
ZIP: 02139
BUSINESS PHONE: 610-424-2650
MAIL ADDRESS:
STREET 1: 201 BROADWAY
STREET 2: SUITE 310
CITY: CAMBRIDGE
STATE: MA
ZIP: 02139
FORMER COMPANY:
FORMER CONFORMED NAME: Chardan Healthcare Acquisition 2 Corp.
DATE OF NAME CHANGE: 20200306
FORMER COMPANY:
FORMER CONFORMED NAME: Chardan Healthcare Acquisition III Corp.
DATE OF NAME CHANGE: 20200113
4
1
form4.xml
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
X0306
4
2022-12-01
1
0001799850
Renovacor, Inc.
RCOR
0001691494
Semigran Marc
C/O RENOVACOR, INC.
201 BROADWAY, SUITE 310
CAMBRIDGE
MA
02139
0
1
0
0
Chief Medical Officer
Common Stock
2022-12-01
4
D
0
17425
D
0
D
Common Stock
2022-12-01
4
A
0
35226
A
35226
D
Common Stock
2022-12-01
4
D
0
35226
D
0
D
Stock Option
2022-12-01
4
D
0
88991
0
D
2031-06-01
Common Stock
88991
0
D
Stock Option
2022-12-01
4
D
0
169849
0
D
2031-09-03
Common Stock
169849
0
D
Stock Option
2022-12-01
4
D
0
34850
0
D
2032-01-24
Common Stock
34850
0
D
Represents shares of common stock underlying Company Time-Vesting RSUs (as defined in the Agreement and Plan of Merger, dated as of September 19, 2022, by and among the Issuer, Rocket Pharmaceuticals, Inc. ("Rocket") and the other parties thereto (the "Merger Agreement")). Each unvested RSU outstanding immediately prior to the First Effective Time (as defined in the Merger Agreement) was accelerated, cancelled and converted into the right to receive a number of Rocket common stock, rounded to the nearest whole number, equal to the number of shares of Issuer common stock underlying such Company Time-Vesting RSU multiplied by the Exchange Ratio (as defined in the Merger Agreement).
Represents shares of common stock underlying restricted stock units granted pursuant to that certain Agreement and Plan of Merger, dated as of March 22, 2021, by and among the Issuer, Renovacor Holdings, Inc. and CHAQ 2 Merger Sub, Inc. (the "SPAC Merger Agreement") as Earnout RSU Awards (as defined in the SPAC Merger Agreement). Pursuant to the terms of the SPAC Merger Agreement, the Earnout RSU Awards have fully vested upon the consummation of the merger.
The shares underlying the Earnout RSU Awards were cancelled and converted into the right to receive the Per Share Merger Consideration (as defined in the Merger Agreement). 1,822 shares of Rocket common stock were withheld to satisfy applicable withholding taxes upon vesting of restricted stock units.
Represents Company Options (as defined in the Merger Agreement), whether vested or unvested, that were assumed by Rocket in the merger and replaced with an option to purchase a number of Rocket common stock equal to the product of (A) the number of Issuer shares subject to such Company Option as of immediately prior to the First Effective Time (as defined in the Merger Agreement), multiplied by (B) the Exchange Ratio, rounded down to the nearest whole number of Rocket common stock, at an exercise price per Rocket common stock underlying such option equal to the quotient obtained by dividing (x) the per share exercise price of Company Options immediately prior to the First Effective Time by (y) the Exchange Ratio, rounded up to the nearest whole cent.
Each Company Option described herein shall be subject to the same terms and conditions as applied to the corresponding Company Option as of immediately prior to the First Effective Time, except as otherwise provided in the Merger Agreement.
/s/ Joseph Carroll, as attorney-in-fact
2022-12-05