0000950170-24-017407.txt : 20240220
0000950170-24-017407.hdr.sgml : 20240220
20240220194157
ACCESSION NUMBER: 0000950170-24-017407
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: Shiver John W.
CENTRAL INDEX KEY: 0001900372
ORGANIZATION NAME:
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40655
FILM NUMBER: 24655894
MAIL ADDRESS:
STREET 1: C/O ICOSAVAX, INC.
STREET 2: 1616 EASTLAKE AVENUE E. 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
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2024-02-19
true
0001786255
Icosavax, Inc.
ICVX
0001900372
Shiver John W.
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
8066
D
0
D
Common Stock
2024-02-19
4
D
false
2833
D
0
D
Stock Option (Right to Buy)
6.25
2024-02-19
4
D
false
9643
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Common Stock
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0
D
Stock Option (Right to Buy)
9.89
2024-02-19
4
D
false
17000
D
Common Stock
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0
D
Stock Option (Right to Buy)
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2024-02-19
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25500
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Common Stock
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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.
Represents restricted stock units ("RSUs"). Pursuant to the Merger Agreement, immediately prior to the Effective Time, each RSU that was outstanding as of immediately prior to the Effective Time was cancelled and converted into the contingent right to receive the Offer Price, subject to the terms of the Merger Agreement.
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 for no consideration.
Former Director
/s/ Thomas Russo, Attorney-in-Fact
2024-02-20