Marc de Garidel - Feb 24, 2023 Form 4 Insider Report for CinCor Pharma, Inc. (CINC)

Signature
/s/ Amanda Gonzalez Burton, Attorney-in-Fact
Stock symbol
CINC
Transactions as of
Feb 24, 2023
Transactions value $
$0
Form type
4
Date filed
2/24/2023, 05:34 PM
Previous filing
Jan 30, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction CINC Common Stock Disposition pursuant to a tender of shares in a change of control transaction -12.5K -5.88% 200K Feb 24, 2023 Direct F1, F2
transaction CINC Common Stock Disposed to Issuer -200K -100% 0 Feb 24, 2023 Direct F3

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 CINC Stock Option (Right to Buy) Disposed to Issuer -726K -100% 0 Feb 24, 2023 Common Stock 726K $5.82 Direct F4
transaction CINC Stock Option (Right to Buy) Disposed to Issuer -602K -100% 0 Feb 24, 2023 Common Stock 602K $7.62 Direct F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Marc de Garidel is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of January 8, 2023, by and among CinCor Pharma, Inc. (the "Issuer"), AstraZeneca Finance and Holdings Inc. ("Parent") and Cinnamon Acquisition, Inc., a wholly owned subsidiary of Parent ("Purchaser"), on February 24, 2023, Purchaser completed a tender offer for shares of common stock of the Issuer (each, a "Share") and thereafter merged with and into the Issuer, with the Issuer continuing as the surviving corporation and a wholly owned subsidiary of Parent (the "Merger"). At the effective time of the Merger, each issued and outstanding Share was cancelled in exchange for (i) $26.00 per Share in cash (the "Cash Amount"), plus (ii) one contingent value right (each, a "CVR") per Share representing the right to receive a contingent payment of $10.00 per share, [continues to footnote (2)]
F2 [continues from footnote (1)] in cash, upon the achievement of a specified milestone by December 31, 2033 (the Cash Amount plus one CVR, collectively, the "Offer Price"), in each case, without interest, subject to any applicable withholding taxes. Pursuant to the terms of the Merger Agreement, the Shares were tendered and disposed of at the Offer Acceptance Time (as defined in the Merger Agreement) in exchange for the right to receive the Offer Price.
F3 This line item represents restricted stock units ("RSUs") held by the Reporting Person at the effective time of the Merger, pursuant to the Merger Agreement, except as otherwise set forth in the Merger Agreement, each outstanding RSU was accelerated and became fully vested and was cancelled and automatically converted into the right to receive, without interest, (i) cash in an amount equal to (a) the total number of Shares issuable in settlement of such RSU immediately prior to the effective time of the Merger multiplied by (b) the Cash Amount, and (ii) one CVR for each Share issuable in settlement of such RSU.
F4 At the effective time of the Merger, pursuant to the Merger Agreement, each outstanding option with an exercise price less than the Cash Amount was accelerated and became fully vested and exercisable and was cancelled and automatically converted into the right to receive, without interest, (i) cash in an amount equal to the product of (1) the total number of Shares subject to such option as of immediately prior to the effective time of the merger multiplied by (2) the excess of the Cash Amount over the exercise price payable per Share under such option, and (ii) one CVR for each Share subject to such option.