09/19/2025 | Press release | Distributed by Public on 09/19/2025 05:23
FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
TAKEDA PHARMACEUTICAL CO LTD 1-1, NIHONBASHI-HONCHO 2-CHOME CHUO-KU, TOKYO, M0 103-8668 |
X | |||
Takeda Vaccines, Inc. 75 SIDNEY STREET CAMBRIDGE, MA 02139 |
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/s/ Paul Sundberg, Authorized Signatory, Takeda Pharmaceutical Company Limited | 09/19/2025 | |
**Signature of Reporting Person | Date | |
/s/ Max Heuer, Authorized signatory, Takeda Vaccines, Inc. | 09/19/2025 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | These shares were sold pursuant to the cash tender offer (the "Tender Offer") by XOMA Royalty Corporation, a Nevada corporation ("Parent") and XRA 4 Corp., a Delaware corporation and a wholly owned subsidiary of Parent, to purchase all of the outstanding shares of common stock of the Issuer at an offer price of (i) $1.95 per share of common stock and (ii) one non-transferable contractual contingent value right. The Tender Offer expired as scheduled at one minute after 11:59 p.m., Eastern Time, on September 15, 2025 (the "Expiration Time") and closing of the Tender Offer was announced on September 17, 2025. As all conditions to the Tender Offer were satisfied or waived, on September 17, 2025, Parent irrevocably accepted for payment all shares validly tendered into and not validly withdrawn from the Tender Offer and paid for all such shares in accordance with the Tender Offer. |
(2) | Takeda Pharmaceutical Company Limited has beneficial ownership of the reported securities, all of which are held directly by Takeda Vaccines, Inc., an indirect wholly-owned subsidiary of Takeda Pharmaceutical Company Limited. Takeda Vaccines, Inc. is owned directly by Takeda Pharmaceuticals U.S.A., Inc., which is owned directly by both Takeda Pharmaceutical Company Limited (72.70%) and Takeda Pharmaceuticals International AG (27.30%). Takeda Pharmaceuticals International AG is a wholly-owned direct subsidiary of Takeda Pharmaceutical Company Limited. |
Remarks: Intentional misstatements or omissions of facts constitute Federal Criminal Violations. |