SEC Form 4: Cameron Turtle decreased ownership by 100% to 0 units
$EIDX
Major Pharmaceuticals
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
Eidos Therapeutics, Inc. [ EIDX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/26/2021 | ||||||||||||||||||||||||||
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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 | 01/26/2021 | U(1) | 50,699(2) | D | (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) | $17 | 01/26/2021 | D | 9,469 | (3) | 06/20/2028 | Common Stock | 9,469 | (3) | 0 | D | ||||
| Stock Option (Right to Buy) | $13.2 | 01/26/2021 | D | 53,157 | (4) | 11/05/2028 | Common Stock | 53,157 | (4) | 0 | D | ||||
| Explanation of Responses: |
| 1. Pursuant to the terms of the Agreement and Plan of Merger dated October 5, 2020 (the "Merger Agreement"), by and among the Issuer, BridgeBio Pharma, Inc. ("Parent"), Globe Merger Sub 1, Inc., an indirect wholly owned subsidiary of Parent ("Merger Sub"), and Globe Merger Sub II, Inc., an indirect wholly owned subsidiary of Parent ("Merger Sub II"), Merger Sub was merged with and into the Issuer, with the Issuer continuing as the surviving corporation and immediately thereafter, the Issuer was merged with and into Merger Sub II, with Merger Sub II continuing as the surviving corporation, effective as of January 26, 2021 (the "Effective Time"). At the Effective Time, each share of Issuer common stock that was outstanding and held by the Reporting Person immediately prior to the Effective Time was cancelled and automatically converted into 1.85 shares of Parent common stock. |
| 2. Includes 78 shares acquired under the Issuer's Employee Stock Purchase Plan on November 30, 2020. |
| 3. The option vests over four years after June 18, 2018. At the Effective Time, each such option was cancelled, assumed by Parent and replaced with an option to purchase 1.85 shares of Parent common stock at an exercise price per share of Parent common stock equal to the exercise price per share of the Issuer option divided by 1.85. Such Parent stock option is subject to the same terms and conditions applicable to the Issuer option immediately prior to the Effective Time. |
| 4. The option vests over four years after November 5, 2018. At the Effective Time, each such option was cancelled, assumed by Parent and replaced with an option to purchase 1.85 shares of Parent common stock at an exercise price per share of Parent common stock equal to the exercise price per share of the Issuer option divided by 1.85. Such Parent stock option is subject to the same terms and conditions applicable to the Issuer option immediately prior to the Effective Time. |
| Remarks: |
| /s/ Franco Valle, Attorney-in-Fact | 01/28/2021 | |
| ** 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. | ||