0001415889-24-005502.txt : 20240227
0001415889-24-005502.hdr.sgml : 20240227
20240227164243
ACCESSION NUMBER: 0001415889-24-005502
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20240226
FILED AS OF DATE: 20240227
DATE AS OF CHANGE: 20240227
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Kush Arvind
CENTRAL INDEX KEY: 0001986806
ORGANIZATION NAME:
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-41799
FILM NUMBER: 24687705
MAIL ADDRESS:
STREET 1: C/O RAYZEBIO, INC.
STREET 2: 5505 MOREHOUSE DRIVE, SUITE 300
CITY: SAN DIEGO
STATE: CA
ZIP: 92121
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: RayzeBio, Inc.
CENTRAL INDEX KEY: 0001825367
STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834]
ORGANIZATION NAME: 03 Life Sciences
IRS NUMBER: 000000000
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 5505 MOREHOUSE DRIVE, SUITE 300
CITY: SAN DIEGO
STATE: CA
ZIP: 92121
BUSINESS PHONE: (619) 937-2754
MAIL ADDRESS:
STREET 1: 5505 MOREHOUSE DRIVE, SUITE 300
CITY: SAN DIEGO
STATE: CA
ZIP: 92121
4
1
form4-02272024_090236.xml
X0508
4
2024-02-26
1
0001825367
RayzeBio, Inc.
RYZB
0001986806
Kush Arvind
C/O RAYZEBIO, INC.
5505 MOREHOUSE DRIVE, SUITE 300
SAN DIEGO
CA
92121
false
true
false
false
CHIEF FINANCIAL OFFICER
0
Common Stock
2024-02-26
4
D
0
78433
62.50
D
0
D
Employee Stock Option (Right to Buy)
3.24
2024-02-26
4
D
0
301745
D
2031-12-14
Common Stock
301745
0
D
Employee Stock Option (right to buy)
3.24
2024-02-26
4
D
0
149777
D
2032-11-30
Common Stock
149777
0
D
Employee Stock Option (right to buy)
22.72
2024-02-26
4
D
0
164000
D
2033-11-16
Common Stock
164000
0
D
Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated December 25, 2023, by and among RayzeBio, Inc. (the "Issuer"), Bristol-Myers Squibb Company ("BMS") and, by way of a joinder dated December 26, 2023, Rudolph Merger Sub Inc., a wholly owned subsidiary of BMS ("Purchaser"), on February 22, 2024, Purchaser completed a tender offer for shares of common stock of the Issuer (each, a "Share") and thereafter merged with and into the Issuer, with the Issuer continuing as the surviving corporation and a wholly owned subsidiary of BMS (the "Merger"). Pursuant to the terms of the Merger Agreement, the Shares were tendered and disposed of at the Offer Acceptance Time (as defined in the Merger Agreement) in exchange for the right to receive the $62.50 per Share in cash, without interest, subject to any applicable withholding of taxes (the "Cash Amount"). At the effective time of the Merger, each issued and outstanding Share was cancelled in exchange for the Cash Amount.
Includes 876 shares acquired pursuant to the Issuer's Employee Stock Purchase Plan on February 22, 2024.
At the effective time of the Merger, pursuant to the Merger Agreement, each outstanding option was accelerated and became fully vested and exercisable and was cancelled and automatically converted into the right to receive cash, without interest, in an amount equal to the product of (i) the total number of Shares subject to such option multiplied by (ii) the excess of (x) $62.50 per Share over (y) the exercise price payable per Share under such option, which amount will be subject to any withholding taxes.
/s/ Jeff Woodley, Attorney-in-Fact
2024-02-27