David Arkowitz - Nov 20, 2020 Form 4 Insider Report for F-star Therapeutics, Inc. (FSTX)

Role: Director
Signature: /s/ Darlene Deptula-Hicks, Attorney-in-fact
Stock symbol: FSTX
Transactions as of: Nov 20, 2020
Transactions value $: -$59,708
Form type: 4
Date filed: 3/9/2023, 08:10 AM
Next filing: May 12, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	FSTX	Common Stock	Disposition pursuant to a tender of shares in a change of control transaction	-$59.7K	-8.39K	-100%	$7.12	0	Mar 8, 2023	Direct	F1, F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	FSTX	Stock Option (right to buy)	Disposed to Issuer		-20K	-100%		0	Mar 8, 2023	Common Stock	20K	$6.88	Direct	F3, F4, F5
transaction	FSTX	Stock Option (right to buy)	Disposed to Issuer		-20K	-100%		0	Mar 8, 2023	Common Stock	20K	$3.41	Direct	F3, F4, F5
transaction	FSTX	Stock Option (right to buy)	Other		-10K	-100%		0	Nov 20, 2020	Common Stock	10K	$9.28	Direct	F6
transaction	FSTX	Stock Option (right to buy)	Other		-5.5K	-100%		0	Nov 20, 2020	Common Stock	5.5K	$9.05	Direct	F6
transaction	FSTX	Warrant (right to buy)	Other		-4.39K	-100%		0	Nov 20, 2020	Common Stock	4.39K	$10.79	Direct	F6
transaction	FSTX	Stock Option (right to buy)	Other		-5.5K	-100%		0	Nov 20, 2020	Common Stock	5.5K	$14.27	Direct	F6
transaction	FSTX	Stock Option (right to buy)	Other		-5.5K	-100%		0	Nov 20, 2020	Common Stock	5.5K	$13.99	Direct	F6
transaction	FSTX	Stock Option (right to buy)	Other		-7.5K	-100%		0	Nov 20, 2020	Common Stock	7.5K	$4.62	Direct	F6
transaction	FSTX	Stock Option (right to buy)	Other		-7.5K	-100%		0	Nov 20, 2020	Common Stock	7.5K	$1.60	Direct	F6

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

David Arkowitz is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
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) The number of shares of common stock reported reflects a one-for-four reverse stock split completed on November 20, 2020, and corrects the amount of shares of common stock previously reported by the Reporting Person in the Form 4 filed on January 2, 2020.
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	Pursuant to the Share Exchange Agreement, dated as of July 29, 2020, these previously reported options and warrants were cancelled effective as of November 20, 2020.