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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Option (right to buy) | $ 23.03 | 05/30/2024 | D(1) | 15,000 | (2) | 05/25/2033 | Common Stock | 15,000 | (3) | 0 | D | ||||
| Stock Option (right to buy) | $ 12.57 | 05/30/2024 | D(1) | 15,000 | (4) | 05/25/2032 | Common Stock | 15,000 | (3) | 0 | D | ||||
| Stock Option (right to buy) | $ 40.45 | 05/30/2024 | D(1) | 30,000 | (5) | 12/07/2031 | Common Stock | 30,000 | (6) | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Vuori Kristiina MD C/O INHIBRX, INC. 11025 NORTH TORREY PINES ROAD, SUITE 140 LA JOLLA, CA 92037 |
X | |||
| /s/ Kelly D. Deck, attorney-in-fact | 05/30/2024 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Under the Agreement and Plan of Merger, dated January 22, 2024 (the "Merger Agreement"), by and among Inhibrx, Inc. (the "Issuer"), Aventis Inc., a Pennsylvania corporation ("Parent") and wholly owned subsidiary of Sanofi, and Art Acquisition Sub, Inc., a Delaware corporation ("Merger Sub") and wholly owned subsidiary of Parent, following satisfaction or waiver of the closing conditions set forth in the Merger Agreement, on May 30, 2024, Merger Sub merged with and into the Issuer with the Issuer surviving as the surviving company (the "Merger"). |
| (2) | Twenty-five percent (25%) of the total shares subject to the stock option became exercisable on May 25, 2024, with the balance to vest and become exercisable in equal successive monthly installments for thirty-six (36) months thereafter. |
| (3) | This stock option was cancelled in the Merger and converted into the right to receive (A) an amount in cash, without interest and less any applicable withholding taxes, equal to the product of (x) the total number of shares of the Issuer's common stock subject to such stock option immediately prior to the effective time, multiplied by (y) the excess of (I) an amount in cash equal to $30.00, without interest thereon over (II) the exercise price payable per share of the Issuer common stock under such option and (B) one (1) contractual contingent value right for each share of the Issuer common stock subject to such stock option. |
| (4) | Twenty-five percent (25%) of the total shares subject to the stock option became exercisable on May 25, 2023, with the balance to vest and become exercisable in equal successive monthly installments for thirty-six (36) months thereafter. |
| (5) | Twenty-five percent (25%) of the total shares subject to the stock option became exercisable on December 7, 2022, with the balance to vest and become exercisable in equal successive monthly installments for thirty-six (36) months thereafter. |
| (6) | This stock option was canceled in the Merger without any consideration being payable in respect thereof, and has no further force or effect. |