89Bio Inc.
10/30/2025 | Press release | Distributed by Public on 10/30/2025 18:28
Statement of Changes in Beneficial Ownership (Form 4)
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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) | ||
(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 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 | ||||||||
| Stock Option (Right to Buy) | $32.50 | 10/30/2025 | D | 47,500 | (4)(5)(6) | 02/14/2030 | Common Stock | 47,500 | $ 0 | 0 | D | ||||
| Stock Option (Right to Buy) | $23.01 | 10/30/2025 | D | 57,500 | (4)(5)(6) | 02/05/2031 | Common Stock | 57,500 | $ 0 | 0 | D | ||||
| Stock Option (Right to Buy) | $4.44 | 10/30/2025 | D | 48,102 | (4)(5)(6) | 02/16/2032 | Common Stock | 48,102 | $ 0 | 0 | D | ||||
| Stock Option (Right to Buy) | $14.70 | 10/30/2025 | D | 110,000 | (4)(5)(6) | 02/09/2033 | Common Stock | 110,000 | $ 0 | 0 | D | ||||
| Stock Option (Right to Buy) | $9.98 | 10/30/2025 | D | 175,000 | (4)(5)(6) | 02/01/2034 | Common Stock | 175,000 | $ 0 | 0 | D | ||||
| Stock Option (Right to Buy) | $9.60 | 10/30/2025 | D | 300,000 | (4)(5)(6) | 02/01/2035 | Common Stock | 300,000 | $ 0 | 0 | D | ||||
Reporting Owners
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Martins Ryan C/O 89BIO, INC. 655 MONTGOMERY STREET, SUITE 1500 SAN FRANCISCO, CA 94111 |
Chief Financial Officer | |||
Signatures
| /s/ Ryan A. Murr, as attorney-in-fact for Ryan Martins | 10/30/2025 | |
| **Signature of Reporting Person | Date |
Explanation of Responses:
| * | 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) | Represents settlement by the Issuer of performance-based restricted stock units granted to the Reporting Person under the Company's Amended and Restated 2019 Equity Incentive Plan on September 9, 2022 and February 1, 2024, which vested as of immediately prior to and conditioned upon the occurrence of the effective time of the Merger (as defined below), pursuant to the Merger Agreement (as defined below). |
| (2) | Disposed of pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of September 17, 2025, by and among 89bio, Inc. (the "Issuer"), Roche Holdings, Inc. ("Parent") and Bluefin Merger Subsidiary, Inc., a wholly owned subsidiary of Parent ("Merger Sub"). On October 30, 2025, Parent and Merger Sub completed a tender offer pursuant to the terms of the Merger Agreement for all outstanding shares of common stock of the Issuer (each, a "Share") for an offer price of (i) $14.50 per Share in cash, without interest (the "Closing Amount") less any required withholding taxes, plus (ii) one non-tradeable contingent value right (each, a "CVR") representing the right to receive certain contingent payments of up to an aggregate amount of $6.00 per Share, in cash, without interest less any required withholding taxes, upon the achievement of specified milestones on or prior to the applicable milestone outside dates, [continues to Footnote 3] |
| (3) | [continues from Footnote 2] subject to and in accordance with the terms of the Contingent Value Rights Agreement (the "CVR Agreement") (the Closing Amount plus one CVR, collectively, the "Offer Price"). Merger Sub thereafter merged with and into the Issuer, with the Issuer continuing as the surviving corporation and a wholly owned subsidiary of Parent (the "Merger"). At the effective time of the Merger, each issued and outstanding Share (other than any Excluded Shares (as such term is defined in the Merger Agreement)) was cancelled in exchange for the right to receive the Offer Price. In addition, as of immediately prior to and conditioned upon the occurrence of the effective time of the Merger, pursuant to the Merger Agreement, each outstanding restricted stock unit or performance-based restricted stock unit became fully vested and was cancelled in exchange for the right to receive the Offer Price. |
| (4) | As of immediately prior to and conditioned upon the occurrence of the effective time of the Merger, pursuant to the Merger Agreement, each outstanding option to purchase Shares (each, an "Option") became fully vested and exercisable, and to the extent not exercised prior to the effective time of the Merger, was cancelled and converted into the right to receive (i) an amount in cash (without interest and subject to deduction for any required withholding taxes) equal to the product of (A) an amount equal to the excess of the Closing Amount over the exercise price per Share with respect to such Option and (B) the number of Shares subject to such Option plus (ii) one CVR with respect to each Share subject to such Option (the "Option Consideration"); provided, however, that if the exercise price per Share of any Option was equal to or greater than the Closing Amount, but less than $20.50 (any such option, an "Out of the Money Option"), [continues to Footnote 5] |
| (5) | [Continues from Footnote 4] such Out of the Money Option was not entitled to any payment of the Closing Amount in respect thereof and each Out of the Money Option was converted into the right to receive the CVR included in the Option Consideration with respect to each Share underlying such Out of the Money Option and became entitled to receive, at each time a milestone payment becomes due and payable under the terms of the CVR Agreement, an amount in cash equal to the product of (i) the number of Shares subject to such Out of the Money Option, and (ii) the amount, if any, by which (A) the Closing Amount plus the applicable milestone payment plus any other milestone payment that previously became due and payable under the terms of the CVR Agreement exceeds (B) the exercise price per Share with respect to such Out of the Money Option plus the amounts, [continues to Footnote 6] |
| (6) | [Continues from Footnote 5] if any, paid to such Option holder with respect to such CVR in respect of any milestone payments that previously became due and payable under the terms of the CVR Agreement; provided further, that any Option with an exercise price that was equal to or greater than $20.50, was cancelled immediately prior to the effective time of the Merger without the receipt of any payment of the Closing Amount or CVR in respect thereof. |
89Bio Inc. published this content on October 30, 2025, and is solely responsible for the information contained herein. Distributed via Edgar on October 31, 2025 at 00:28 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]