Mark Auerbach - Aug 31, 2023 Form 4 Insider Report for PARDES BIOSCIENCES, INC. (PRDS)

Role: Director
Signature: /s/ Elizabeth Lacy, attorney-in-fact
Stock symbol: PRDS
Transactions as of: Aug 31, 2023
Transactions value $: $0
Form type: 4
Date filed: 8/31/2023, 03:23 PM
Previous filing: Jun 2, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	PRDS	Common Stock	Disposition pursuant to a tender of shares in a change of control transaction		-70.4K	-100%		0	Aug 31, 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	PRDS	Stock Option (Right to Buy)	Disposed to Issuer		-37.5K	-100%		0	Aug 31, 2023	Common Stock	37.5K	$1.87	Direct	F3
transaction	PRDS	Stock Option (Right to Buy)	Disposed to Issuer		-75K	-100%		0	Aug 31, 2023	Common Stock	75K	$9.80	Direct	F4
transaction	PRDS	Stock Option (Right to Buy)	Disposed to Issuer		-37.5K	-100%		0	Aug 31, 2023	Common Stock	37.5K	$5.21	Direct	F4

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

Mark Auerbach 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 entered into by and among the Issuer, MediPacific, Inc. (Parent) and MediPacific Sub, Inc., a wholly-owned subsidiary of Parent (Purchaser), dated as of July 16, 2023 (Merger Agreement), pursuant to which the Purchaser completed a tender offer for the shares of common stock of the Issuer and thereafter merged with and into the Issuer effective as of August 31, 2023 (Effective Time).
F2	Pursuant to the terms of the Merger Agreement and Purchaser's offer to purchase, the shares of common stock were tendered to Purchaser in consideration for a per share price of (i) $2.13 in cash, net of applicable taxes and without interest, and (ii) one non-transferable contractual contingent value right.
F3	On July 16, 2023, the Issuer's Board of Directors vested in full each option to purchase shares granted under an Issuer equity plan (each, a Company Stock Option) that was outstanding and unvested as of that date. As of the Effective Time, each in-the-money Company Stock Option that was outstanding immediately prior to the Effective Time was cancelled, and, in exchange therefor, the holder of such cancelled in-the-money Company Stock Option was entitled to receive, in consideration of the cancellation of such Company Stock Option, (i) an amount in cash (less applicable tax withholdings and without interest) equal to the product of (x) the total number of shares subject to such Company Stock Option immediately prior to the Effective Time multiplied by (y) the excess of $2.13 over the applicable exercise price per share under such Company Stock Option and (ii) one contingent value right for each share subject thereto.
F4	On July 16, 2023, the Issuer's Board of Directors vested in full each unvested Company Stock Option. Pursuant to the Merger Agreement, each Company Stock Option that was not in the money as of the Effective Time was cancelled for no consideration at the Effective Time.