0000950170-24-017399.txt : 20240220
0000950170-24-017399.hdr.sgml : 20240220
20240220193115
ACCESSION NUMBER: 0000950170-24-017399
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20240219
FILED AS OF DATE: 20240220
DATE AS OF CHANGE: 20240220
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Kanesa-thasan Niranjan
CENTRAL INDEX KEY: 0001874021
ORGANIZATION NAME:
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40655
FILM NUMBER: 24655848
MAIL ADDRESS:
STREET 1: 1616 EASTLAKE AVENUE E.
STREET 2: SUITE 208
CITY: SEATTLE
STATE: WA
ZIP: 98102
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Icosavax, Inc.
CENTRAL INDEX KEY: 0001786255
STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836]
ORGANIZATION NAME: 03 Life Sciences
IRS NUMBER: 000000000
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 1930 BOREN AVE., SUITE 1000
CITY: SEATTLE
STATE: WA
ZIP: 98101
BUSINESS PHONE: (206) 737-0085
MAIL ADDRESS:
STREET 1: 1930 BOREN AVE., SUITE 1000
CITY: SEATTLE
STATE: WA
ZIP: 98101
4
1
ownership.xml
4
X0508
4
2024-02-19
true
0001786255
Icosavax, Inc.
ICVX
0001874021
Kanesa-thasan Niranjan
C/O ICOSAVAX, INC.
1930 BOREN AVE., SUITE 1000
SEATTLE
WA
98101
false
false
false
true
See Remarks
false
Common Stock
2024-02-19
4
U
false
223980
D
0
D
Stock Option (Right to Buy)
0.84
2024-02-19
4
D
false
2511
D
Common Stock
2511
0
D
Stock Option (Right to Buy)
1.04
2024-02-19
4
D
false
42193
D
Common Stock
42193
0
D
Stock Option (Right to Buy)
2.47
2024-02-19
4
D
false
82580
D
Common Stock
82580
0
D
Stock Option (Right to Buy)
5.91
2024-02-19
4
D
false
108369
D
Common Stock
108369
0
D
Stock Option (Right to Buy)
9.06
2024-02-19
4
D
false
110000
D
Common Stock
110000
0
D
Stock Option (Right to Buy)
15.00
2024-02-19
4
D
false
118528
D
Common Stock
118528
0
D
Stock Option (Right to Buy)
17.55
2024-02-19
4
D
false
81950
D
Common Stock
81950
0
D
In connection with the terms of an Agreement and Plan of Merger, dated as of December 11, 2023 (the "Merger Agreement"), by and among the Issuer, AstraZeneca Finance and Holdings Inc. ("Parent"), and Isochrone Merger Sub Inc., a wholly owned subsidiary of Parent ("Purchaser"), Purchaser completed a tender offer for shares of the Issuer's Common Stock at a purchase price per share of (i) $15.00 plus (ii) one non-tradable contingent value right ("CVR") per share representing the right to receive a contingent payment of up to $5.00 in cash upon achievement of specified milestones (collectively, the "Offer Price"). After completion of the tender offer, Purchaser merged with and into the Issuer (the "Merger"), effective as of February 19, 2024 (the "Effective Time"), with the Issuer continuing as the surviving entity and a wholly owned subsidiary of Parent.
Pursuant to the terms of the Merger Agreement, immediately prior to the Effective Time, this stock option was cancelled and converted into the right to receive, subject to the terms of the Merger Agreement, (a) an amount in cash equal to the product obtained by multiplying (1) the aggregate number of shares underlying such option immediately prior to the Effective Time by (2) an amount equal to (A) $15.00 less (B) the exercise price of such option, plus (b) one CVR for each share underlying such option immediately prior to the Effective Time.
Pursuant to the terms of the Merger Agreement, immediately prior to the Effective Time, this stock option was cancelled and converted into the right to receive, subject to the terms of the Merger Agreement, an amount in cash from Parent, if and when payments in respect of CVRs are required to be made, equal to the product obtained by multiplying (a) the aggregate number of shares underlying such option immediately prior to the Effective Time by (b) the amount by which (1) the sum of $15.00 plus the aggregate amount paid per CVR exceeds (2) the exercise price of such stock option.
Former Chief Medical Officer
/s/ Thomas Russo, Attorney-in-Fact
2024-02-20