0000950170-24-017425.txt : 20240220 0000950170-24-017425.hdr.sgml : 20240220 20240220195201 ACCESSION NUMBER: 0000950170-24-017425 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: Khan Amin CENTRAL INDEX KEY: 0001908376 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40655 FILM NUMBER: 24655930 MAIL ADDRESS: STREET 1: C/O GREENLIGHT BIOSCIENCES HOLDINGS, PBC STREET 2: 200 BOSTON AVENUE, SUITE 3100 CITY: MEDFORD STATE: MA ZIP: 02155 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 0001908376 Khan Amin C/O ICOSAVAX, INC. 1930 BOREN AVE., SUITE 1000 SEATTLE WA 98101 false false false true See Remarks false Stock Option (Right to Buy) 9.06 2024-02-19 4 D false 120000 D Common Stock 120000 0 D Stock Option (Right to Buy) 10.16 2024-02-19 4 D false 180000 D Common Stock 180000 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. 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. Former EVP, Head of Research and Development /s/ Thomas Russo, Attorney-in-Fact 2024-02-20