SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Eckelman Brendan P. (Last) (First) (Middle) C/O INHIBRX, INC. 11025 NORTH TORREY PINES ROAD, SUITE 140 (Street) LA JOLLA CA 92037 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Inhibrx, Inc. [ INBX ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Chief Scientific Officer
	3. Date of Earliest Transaction (Month/Day/Year) 05/28/2024
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/28/2024		S		300,000	D	$34.3	1,735,553	I	By the Eckelman Living Trust dated February 5, 2014(1)
Common Stock	05/30/2024		D(2)		1,735,553	D	$30(3)	0	I	By the Eckelman Living Trust dated February 5, 2014(1)
Common Stock	05/30/2024		D(2)		160,000	D	$30(3)	0	I	By trust(4)
Common Stock	05/30/2024		D(2)		160,000	D	$30(3)	0	I	By trust(5)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (right to buy)	$33.63	05/30/2024		D(2)			6,667	(6)	01/15/2031	Common Stock	6,667	(7)	0	D
Stock Option (right to buy)	$23.3	05/30/2024		D(2)			26,667	(8)	01/03/2033	Common Stock	26,667	(9)	0	D

Explanation of Responses:

1. These securities were directly owned by the Eckelman Living Trust dated February 5, 2014. Brendan P. Eckelman is the trustee of the Eckelman Living Trust dated February 5, 2014 and, in such capacity, may be deemed to indirectly beneficially own the securities owned by the Eckelman Living Trust dated February 5, 2014.

2. Under the Agreement and Plan of Merger, dated January 22, 2024 (the "Merger Agreement"), by and among the Inhibrx, Inc. (the "Issuer"), Aventis Inc., a Pennsylvania corporation ("Parent") and wholly owned subsidiary of Sanofi, and Art Acquisition Sub, Inc., a Delaware corporation ("Merger Sub") and wholly owned subsidiary of Parent, following satisfaction or waiver of the closing conditions set forth in the Merger Agreement, on May 30, 2024, Merger Sub merged with and into the Issuer with the Issuer surviving as the surviving company (the "Merger").

3. In the Merger, each share of common stock of the Issuer that was outstanding immediately prior to the effective time of the Merger (the "Effective Time") (other than (A) the Issuer's common stock owned by the Issuer as treasury shares, (B) the Issuer's common stock owned by Parent or Merger Sub and (C) any dissenting shares), was automatically cancelled, extinguished and converted into the right to receive (i) an amount in cash equal to $30.00, without interest thereon (the "Closing Amount"), plus (ii) one (1) contractual contingent value right ("CVR") representing the right to receive a contingent payment of $5.00, without interest thereon, in cash (the "Milestone Payment"), upon the achievement of certain regulatory milestones ("Milestone") set forth in the Contingent Value Rights Agreement between Parent and Continental Stock Transfer & Trust Company.

4. These securities were directly owned by a trust, for the benefit of Brendan P. Eckelman's minor son. Brendan P. Eckelman is the trustee of the trust, and, in such capacity, may be deemed to indirectly beneficially own the securities owned by the trust.

5. These securities were directly owned by a trust, for the benefit of Brendan P. Eckelman's minor daughter. Brendan P. Eckelman is the trustee of the trust, and, in such capacity, may be deemed to indirectly beneficially own the securities owned by the trust.

6. Twenty-five percent (25%) of the total shares subject to the stock option became exercisable on January 15, 2022, with the balance to vest and become exercisable in equal successive monthly installments for thirty-six (36) months thereafter.

7. This stock option was canceled in the Merger and converted into the right to receive the contingent payment described in the following sentence. If the Milestone is achieved, the cash amount to be paid in respect of each such stock option will be equal to (x) $35.00 (representing the sum of the Closing Amount of $30.00 and the Milestone Payment of $5.00) minus (y) the stock option exercise price per share, subject to applicable tax withholding.

8. Twenty-five percent (25%) of the total shares subject to the stock option became exercisable on January 3, 2024, with the balance to vest and become exercisable in equal successive monthly installments for thirty-six (36) months thereafter.

9. This stock option was cancelled in the Merger and converted into the right to receive (A) an amount in cash, without interest and less any applicable withholding taxes, equal to the product of (x) the total number of shares of the Issuer's common stock subject to such stock option immediately prior to the Effective Time, multiplied by (y) the excess of (I) the Closing Amount over (II) the exercise price payable per share of the Issuer's common stock under such stock option and (B) one (1) CVR for each share of the Issuer common stock subject to such stock option.

	/s/ Kelly D. Deck, attorney-in-fact	05/30/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.