SEC Form 4: Bailey Michael P returned $4,997,505 worth of shares to the company (333,167 units at $15.00), closing all direct ownership in the company (for withholding tax)
$AVEO
Biotechnology: Pharmaceutical Preparations
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). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
AVEO PHARMACEUTICALS, INC. [ AVEO ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/19/2023 | ||||||||||||||||||||||||||
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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 | 01/19/2023 | D | 333,167 | D | $15(1) | 0 | 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 | ||||||||
| Stock Option (Right to Buy) | $77.2 | 01/19/2023 | D | 3,249 | (2) | 01/24/2023 | Common Stock | 3,249 | (2) | 0 | D | ||||
| Stock Option (Right to Buy) | $25.1 | 01/19/2023 | D | 11,999 | (2) | 06/26/2023 | Common Stock | 11,999 | (2) | 0 | D | ||||
| Stock Option (Right to Buy) | $17.7 | 01/19/2023 | D | 7,499 | (2) | 01/29/2024 | Common Stock | 7,499 | (2) | 0 | D | ||||
| Stock Option (Right to Buy) | $8.4 | 01/19/2023 | D | 90,000 | (2) | 01/06/2025 | Common Stock | 90,000 | (2) | 0 | D | ||||
| Stock Option (Right to Buy) | $10.8 | 01/19/2023 | D | 46,000 | (2) | 01/07/2026 | Common Stock | 46,000 | (2) | 0 | D | ||||
| Stock Option (Right to Buy) | $6 | 01/19/2023 | D | 75,366 | (2) | 02/07/2027 | Common Stock | 75,366 | (2) | 0 | D | ||||
| Stock Option (Right to Buy) | $30.8 | 01/19/2023 | D | 99,999 | (2) | 02/01/2028 | Common Stock | 99,999 | (2) | 0 | D | ||||
| Stock Option (Right to Buy) | $15.7 | 01/19/2023 | D | 16,750 | (2) | 06/19/2024 | Common Stock | 16,750 | (2) | 0 | D | ||||
| Stock Option (Right to Buy) | $6.2 | 01/19/2023 | D | 93,500 | (2) | 02/06/2029 | Common Stock | 93,500 | (2) | 0 | D | ||||
| Stock Option (Right to Buy) | $5.6 | 01/19/2023 | D | 35,302 | (2) | 02/05/2030 | Common Stock | 35,302 | (2) | 0 | D | ||||
| Stock Option (Right to Buy) | $9.12 | 01/19/2023 | D | 275,100 | (2) | 02/05/2031 | Common Stock | 275,100 | (2) | 0 | D | ||||
| Stock Option (Right to Buy) | $3.67 | 01/19/2023 | D | 625,192 | (2) | 02/15/2032 | Common Stock | 625,192 | (2) | 0 | D | ||||
| Explanation of Responses: |
| 1. Pursuant to the Merger Agreement, at the Effective Time, each share of the Company's common stock automatically converted into the right to receive the Merger Consideration. |
| 2. This stock option was fully vested and exercisable prior to the Effective Time. Pursuant to the terms of the Merger Agreement, each option to purchase shares of the Company's common stock was canceled and converted into the right to receive an amount in cash, if any, equal to the product of (i) the excess, if any, of the Merger Consideration over the exercise price of such stock option and (ii) the number of shares of common stock underlying such option, less any applicable withholding taxes. |
| Remarks: |
| On January 19, 2022, pursuant to the Agreement and Plan of Merger (as it may be amended from time to time, referred to as the "Merger Agreement"), by and among LG Chem, Ltd. ("Parent"), Acacia acquisition Sub, Inc. ("Merger Sub") and AVEO Pharmaceuticals, Inc. (the "Company"), dated as of October 18, 2022, Merger Sub merged with and into the Company (the "Merger"), with the Company surviving the Merger as a wholly owned subsidiary of Parent. Pursuant to the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each share of the Company's common stock automatically converted into the right to receive $15.00 per share in cash (the "Merger Consideration"). |
| /s/ Danielle V. Holland, attorney in fact | 01/19/2023 | |
| ** 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. | ||