0000950170-24-028250.txt : 20240307 0000950170-24-028250.hdr.sgml : 20240307 20240307192335 ACCESSION NUMBER: 0000950170-24-028250 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240307 FILED AS OF DATE: 20240307 DATE AS OF CHANGE: 20240307 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Hermans Kate CENTRAL INDEX KEY: 0001956523 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-56600 FILM NUMBER: 24731943 MAIL ADDRESS: STREET 1: C/O AMBRX BIOPHARMA INC. STREET 2: 10975 TORREY PINES ROAD CITY: LA JOLLA STATE: CA ZIP: 92037 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Ambrx Biopharma, Inc. CENTRAL INDEX KEY: 0001990550 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] ORGANIZATION NAME: 03 Life Sciences IRS NUMBER: 932892120 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 10975 NORTH TORREY PINES ROAD CITY: LA JOLLA STATE: CA ZIP: 92037 BUSINESS PHONE: (858) 875-2400 MAIL ADDRESS: STREET 1: 10975 NORTH TORREY PINES ROAD CITY: LA JOLLA STATE: CA ZIP: 92037 FORMER COMPANY: FORMER CONFORMED NAME: New Ambrx Biopharma Inc. DATE OF NAME CHANGE: 20230818 4 1 ownership.xml 4 X0508 4 2024-03-07 true 0001990550 Ambrx Biopharma, Inc. AMAM 0001956523 Hermans Kate C/O AMBRX BIOPHARMA INC. 10975 N TORREY PINES ROAD LA JOLLA CA 92037 true false false false false Restricted Stock Units 2024-03-07 4 D false 12142 D Common Stock 12142 0 D Option to Purchase Common Stock 1.96 2024-03-07 4 D false 30000 D 2032-06-29 Common Stock 30000 0 D Option to Purchase Common Stock 1.96 2024-03-07 4 D false 15000 D 2032-07-07 Common Stock 15000 0 D Option to Purchase Common Stock 1.96 2024-03-07 4 D false 30000 D 2032-08-14 Common Stock 30000 0 D This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of January 5, 2024, among the Issuer, Johnson & Johnson ("J&J"), and Charm Merger Sub, Inc., a wholly owned subsidiary of J&J ("Merger Sub"), pursuant to which Merger Sub merged with and into the Issuer (the "Merger"), effective as of March 7, 2024 (such date and time of such Merger, the "Effective Time"), with the Issuer surviving the Merger as a wholly owned subsidiary of J&J. Each of these restricted stock units ("RSUs") represents a contingent right to receive one share of common stock of the Issuer ("Company Common Stock"). These RSUs vest as follows: on the earlier of (i) the one year anniversary of the grant date of June 7, 2023, and (ii) the day before the next annual general meeting. Pursuant to the Merger Agreement, at the Effective Time, each of these RSUs that was outstanding as of immediately prior to the Effective Time was cancelled and the Reporting Person was entitled to receive the Merger Consideration, without interest and less any applicable withholding taxes, in respect of each such RSU. The Company Common Stock subject to the options to purchase shares of Company Common Stock (each, a "Company Option") vest in thirty-six (36) equal monthly installments following June 30, 2022. Pursuant to the Merger Agreement, at the Effective Time, each Company Option that was outstanding and unexercised as of immediately prior to the Effective Time, whether vested or unvested, with a per share exercise price ("Per Share Exercise Price") that was less than the Merger Consideration, was cancelled and converted into the right to receive an amount in cash (without interest and less any applicable withholding taxes) equal to the product of (i) the aggregate number of shares of Company Common Stock underlying such Company Option immediately prior to the Effective Time, and (ii) the excess of (A) the Merger Consideration over (B) the Per Share Exercise Price of such Company Option. Each Company Option that had a Per Share Exercise Price that was equal to or exceeded the amount of the Merger Consideration at the Effective Time was cancelled for no consideration. These Company Options are fully vested and exercisable. /s/ Sonja Nelson, Attorney-in-Fact for Kate Hermans 2024-03-07