Form Type: 4

SEC EDGAR Link
Accession Number:0000899243-23-007662
Date:2023-03-08
Issuer: F-STAR THERAPEUTICS, INC. (FSTX)
Original Submission Date:

Reporting Person:

BREWIS NEIL
C/O F-STAR THERAPEUTICS, INC.
EDDEVA B920, BABRAHAM RESEARCH CAMPUS CAMBRIDGE, X0 CB22 3AT

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
COMMON STOCK 2023-03-08 U 105,088 d $7.12 9,375 direct
COMMON STOCK 2023-03-08 D 9,375 d $7.12 0 direct
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
STOCK OPTION (RIGHT TO BUY) 7.24 2023-03-08 deemed execution date D 22,561 (d) 2031-03-09 common stock 22,561 $7.24 0 direct
STOCK OPTION (RIGHT TO BUY) 4.77 2023-03-08 deemed execution date D 74,263 (d) 2032-01-09 common stock 74,263 $4.77 0 direct
STOCK OPTION (RIGHT TO BUY) 3.55 2023-03-08 deemed execution date D 132,469 (d) 2032-03-31 common stock 132,469 $3.55 0 direct
Footnotes
IDfootnote
f1 reflects disposition of issuer common stock in connection with the consummation of the transactions contemplated by the agreement and plan of merger, dated june 22, 2022 (the "merger agreement"), by and among the issuer, sino biopharmaceutical limited, fennec acquisition incorporated ("parent"), and invox pharma limited ("purchaser"), including the completion on march 8, 2023 of a tender offer to purchase all of the outstanding shares of issuer common stock at a price of $7.12 per share in cash, without interest, less any required withholding taxes (the "offer price"), and the consummation of the merger (the "merger") between the issuer and purchaser on march 8, 2023. pursuant to the merger agreement, as of the effective time of the merger (the "effective time"), each outstanding share of issuer common stock was cancelled in exchange for the right to receive an amount equal to the offer price.
f2 (continued from footnote 1) a portion of the shares of common stock reported herein were forfeited to the issuer to satisfy the reporting person's tax obligations upon vesting of previously granted restricted stock units.
f3 pursuant to the merger agreement, immediately prior to the effective time, each of the outstanding options that was otherwise eligible to vest in accordance with its terms was accelerated and became fully vested and exercisable immediately prior to, and contingent upon, the effective time (except in the case of the emi options (as defined in the merger agreement) granted pursuant to rule 9.8 of the f-star therapeutics, inc. 2019 equity incentive plan, which were accelerated and became fully vested and exercisable as of three business days prior to the initial expiration date (as defined in the merger agreement)).
f4 as of the effective time, by virtue of the merger and without any further action on the part of the holders thereof, parent, purchaser or the issuer, each option which had a per share exercise price that was less than the offer price (each, an "in the money option") that was then outstanding and unexercised as of immediately before the effective time was cancelled and converted into the right to receive an amount in cash equal to the product of (i) the total number of company shares (as defined in the merger agreement) subject to such fully vested option immediately prior to the effective time, multiplied by (ii) the excess, if any, of (a) the offer price over (b) the exercise price payable per company share under such option.
f5 (continued from footnote 4) as of the effective time, by virtue of the merger and without any further action on the part of the holders thereof, parent, purchaser or the issuer, each option which had a per share exercise price that is equal to or more than the offer price (each, an "out of the money option") that was then outstanding and unexercised as of immediately before the effective time was cancelled at the effective time without any consideration payable therefor. any emi option that remained outstanding and unexercised as of immediately before the effective time was cancelled at the effective time and treated as either an in the money option or an out of the money option.
f6 each company rsu (as defined in the merger agreement) that was outstanding as of immediately prior to the effective time, whether vested or unvested, was cancelled and converted into the right to receive an amount in cash equal to the product of (a) the total number of shares (as defined the merger agreement) issuable in settlement of such company rsu immediately prior to the effective time without regard to vesting multiplied by (b) the merger consideration (as defined in the merger agreement).
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