Chief Executive Officer Ragusa Robert P was granted 475,178 shares, increasing direct ownership by 55,447% to 476,035 units (SEC Form 4)
$GRAL
Medical Specialities
Health Care
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
GRAIL, Inc. [ GRAL ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/28/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 06/28/2024(1) | A | 475,178(2)(3) | A | $0 | 476,035(4) | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Explanation of Responses: |
| 1. 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. |
| 2. 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). |
| 3. 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. |
| 4. 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. |
| Remarks: |
| /s/Donald Lang, as Attorney-in-Fact for Robert Ragusa | 07/02/2024 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||