Robert Ragusa - Jun 28, 2024 Form 4 Insider Report for GRAIL, Inc. (GRAL)

Signature
/s/Donald Lang, as Attorney-in-Fact for Robert Ragusa
Stock symbol
GRAL
Transactions as of
Jun 28, 2024
Transactions value $
$0
Form type
4
Date filed
7/2/2024, 04:53 PM
Previous filing
Jun 3, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction GRAL Common Stock Award $0 +475K +55446.67% $0.00 476K Jun 28, 2024 Direct F1, F2, F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On June 24, 2024, Illumina, Inc. (Illumina) completed a pro rata spin-off distribution (the Distribution) of 85.5% of the outstanding shares of the Issuer to the holders of record of Illumina common stock as of June 13, 2024 (the Record Date). In connection with the Distribution, pursuant to the terms of the Employee Matters Agreement, dated as of June 21, 2024, by and between Illumina and the Issuer (the EMA), all outstanding cash-based equity appreciation incentive awards held by the Reporting Person were equitably adjusted and converted into equity-based awards with respect to the common stock of the Issuer, with such equitable adjustments determined based on the value of the award at the time of the Distribution (determined in accordance with the EMA) compared to the market capitalization of the Issuer for the four trading days following the Distribution.
F2 Represents the grant of restricted stock units (RSUs) of the Issuer upon the conversion of cash-based equity appreciation incentive awards held by the Reporting Person as of the Distribution in connection with the Distribution, in accordance with the terms of the EMA. The RSUs were granted pursuant to the GRAIL, Inc. 2024 Incentive Award Plan in a manner intended to preserve the aggregate intrinsic value of the underlying cash-based equity appreciation incentive awards, on generally the same terms and conditions as applied to the cash-based equity appreciation incentive awards prior to the Distribution (including vesting and payment schedules).
F3 Includes (i) 242,974 RSUs that vest on October 14, 2024 (ii) 1,890 RSUs that vest on March 4, 2025, (iii) 14,006 RSUs that vest on March 6, 2025, (iv) 172,235 RSUs that vest on April 30, 2025, (v) 14,170 RSUs that vest on October 14, 2025 (vi) 1,891 RSUs that vest on March 4, 2026, (vii) 14,006 RSUs that vest on March 6, 2026 and (viii) 14,006 RSUs that vest on March 6, 2027. Each RSU represents the right to receive, at settlement upon vesting, one share of common stock.
F4 Includes 857 shares of the common stock of the Issuer received in connection with the Distribution in respect of Illumina common stock held as of the Record Date.