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