0000950170-24-068897.txt : 20240604 0000950170-24-068897.hdr.sgml : 20240604 20240604172755 ACCESSION NUMBER: 0000950170-24-068897 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240604 FILED AS OF DATE: 20240604 DATE AS OF CHANGE: 20240604 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Rawat Mohit CENTRAL INDEX KEY: 0001885800 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39344 FILM NUMBER: 241019619 MAIL ADDRESS: STREET 1: FUSION PHARMACEUTICALS INC. STREET 2: 270 LONGWOOD ROAD SOUTH CITY: HAMILTON STATE: D0 ZIP: L8P 0A6 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Fusion Pharmaceuticals Inc. CENTRAL INDEX KEY: 0001805890 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] ORGANIZATION NAME: 03 Life Sciences IRS NUMBER: 000000000 STATE OF INCORPORATION: Z4 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 270 LONGWOOD ROAD SOUTH CITY: HAMILTON STATE: A6 ZIP: L8P 0A6 BUSINESS PHONE: 289-799-0891 MAIL ADDRESS: STREET 1: 270 LONGWOOD ROAD SOUTH CITY: HAMILTON STATE: A6 ZIP: L8P 0A6 4 1 ownership.xml 4 X0508 4 2024-06-04 true 0001805890 Fusion Pharmaceuticals Inc. FUSN 0001885800 Rawat Mohit C/O FUSION PHARMACEUTICALS INC. TWO INTERNATIONAL PLACE, SUITE 2310 BOSTON MA 02110 false true false false President & CBO false Common Stock 2024-06-04 4 D false 21699 D 0 D Stock Option (Right to Buy) 8.26 2024-06-04 4 D false 257000 D Common Stock 257000 0 D Stock Option (Right to Buy) 7.70 2024-06-04 4 D false 77900 D Common Stock 77900 0 D Stock Option (Right to Buy) 3.75 2024-06-04 4 D false 300000 D Common Stock 300000 0 D Stock Option (Right to Buy) 8.44 2024-06-04 4 D false 135500 D Common Stock 135500 0 D Restricted Stock Units 2024-06-04 4 D false 81300 D Common Stock 81300 0 D Includes 8,856 shares that were purchased pursuant to the Issuer's 2020 Employee Stock Purchase Plan. Pursuant to the Arrangement Agreement, dated as of March 18, 2024 (the "Arrangement Agreement"), by and among the Issuer, AstraZeneca AB, a public company with limited liability (Aktiebolag) incorporated under the laws of Sweden ("Parent") and 15863210 Canada Inc., a corporation formed under the Canada Business Corporations Act ("Purchaser"), Purchaser acquired all of the issued and outstanding common shares of the Issuer (collectively, the "Shares") effective as of 12:01 a.m. Toronto time on June 4, 2024 (the "Effective Time"). Following the Effective Time, each Share outstanding immediately prior to the Effective Time was assigned and transferred by the holder thereof to Purchaser in exchange for (i) US$21.00 in cash (the "Cash Consideration") plus (ii) one contingent value right (each, a "CVR") representing the contingent right to receive a cash payment equal to US$3.00, in each case subject to applicable tax withholdings and other source deductions. Pursuant to the terms of the Arrangement Agreement, immediately following the Effective Time, each option to purchase Shares granted (each, an "Option") with an exercise price that is less than the Cash Consideration and outstanding immediately prior to the Effective Time, whether vested or unvested, was assigned, transferred and surrendered by the holder thereof to the Issuer and thereafter cancelled in consideration for (A) a cash payment by or on behalf of the Issuer equal to the number of Shares into which such Option is then exercisable multiplied by the amount, if any, by which the Cash Consideration exceeds the exercise price per Share of such Option and (B) one CVR with respect to each Share into which such Option is then exercisable, in each case subject to applicable tax withholdings and other source deductions. Each restricted stock unit ("RSU") represents a contingent right to receive one Share. Pursuant to the terms of the Arrangement Agreement, immediately following the Effective Time, each RSU, whether vested or unvested, was assigned, transferred and surrendered by the holder thereof to the Issuer and thereafter cancelled in consideration for, (i) if held by a Canadian Incentive Holder (as defined in the Arrangement Agreement), the number of Shares underlying such RSU and (ii) if held by a Non-Canadian Incentive Holder (as defined in the Arrangement Agreement), (A) a cash payment by or on behalf of the Issuer equal to the number of Shares underlying such RSU multiplied by the amount, if any, by the Cash Consideration and (B) one CVR with respect to each Share underlying such RSU, in each case subject to applicable tax withholdings and other source deductions. /s/ Maria Stahl as Attorney-in-Fact for Mohit Rawat 2024-06-04