Margaret Dalesandro - Mar 7, 2024 Form 4 Insider Report for Ambrx Biopharma, Inc. (AMAM)

Role: Director
Signature: /s/ Sonja Nelson, Attorney-in-Fact for Margaret Dalesandro
Stock symbol: AMAM
Transactions as of: Mar 7, 2024
Transactions value $: $0
Form type: 4
Date filed: 3/7/2024, 05:36 PM
Previous filing: Mar 4, 2024

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	AMAM	Restricted Stock Units	Disposed to Issuer		-17.9K	-100%		0	Mar 7, 2024	Common Stock	17.9K		Direct	F1, F2, F3, F4
transaction	AMAM	Restricted Stock Units	Disposed to Issuer		-10.1K	-100%		0	Mar 7, 2024	Common Stock	10.1K		Direct	F1, F2, F4, F5

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

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

Explanation of Responses:

Id	Content
F1	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.
F2	Each of these restricted stock units ("RSUs") represents a contingent right to receive one share of common stock of the Issuer ("Company Common Stock").
F3	The RSUs vest in three successive equal annual installments beginning on September 1, 2024, subject to continuous service through such vesting date.
F4	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.
F5	The RSUs vest on the earlier of (i) the one-year anniversary of the date of grant of September 1, 2023, and (ii) the day immediately before the next annual general meeting, subject to continuous service through such vesting date.