07/24/2025 | Press release | Distributed by Public on 07/24/2025 14:30
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 | ||||||||
Stock Option (Right to Buy) | $16 | 07/23/2025 | D | 31,238 | (1)(2)(3) | 06/23/2031 | Common Stock | 31,238 | $ 0 | 0 | I | See footnote(4) | |||
Stock Option (Right to Buy) | $1.31 | 07/23/2025 | D | 15,619 | (1)(2)(3) | 06/16/2032 | Common Stock | 15,619 | $ 0 | 0 | I | See footnote(4) | |||
Stock Option (Right to Buy) | $1.47 | 07/23/2025 | D | 31,238 | (1)(2)(3) | 06/15/2033 | Common Stock | 31,238 | $ 0 | 0 | I | See footnote(4) | |||
Stock Option (Right to Buy) | $3.35 | 07/23/2025 | D | 35,000 | (1)(2)(3) | 06/12/2034 | Common Stock | 35,000 | $ 0 | 0 | I | See footnote(4) | |||
Stock Option (Right to Buy) | $0.3051 | 07/23/2025 | D | 35,000 | (1)(2)(3) | 06/04/2035 | Common Stock | 35,000 | $ 0 | 0 | I | See footnote(4) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
ELMS STEVE C/O AISLING CAPITAL MANAGEMENT LP 489 FIFTH AVENUE, 10TH FLOOR NEW YORK, NY 10017 |
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/s/ Robert Yang, Attorney-in-Fact | 07/24/2025 | |
**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) | Disposed of pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of June 8, 2025, by and among Elevation Oncology, Inc. (the "Issuer"), Concentra Biosciences, LLC ("Parent") and Concentra Merger Sub VI, Inc., a wholly owned subsidiary of Parent ("Merger Sub"). On July 23, 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) $0.36 per Share in cash (the "Cash Amount"), and (ii) one non-transferable contractual contingent value right (each, a "CVR"), subject to and in accordance with the terms of the Contingent Value Rights Agreement (the "CVR Agreement"), in each case, without interest, and subject to any applicable withholding taxes (the Cash Amount plus one CVR, collectively, the "Offer Price"). [continues to Footnote 2] |
(2) | [continues from Footnote 1] 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"). As of immediately prior to and conditioned upon 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 (a) an amount in cash (without interest and subject to deduction for any required withholding tax) equal to the product of (1) the excess, if any, of the Cash Amount over the exercise price per share of each such Option and (2) the number of Shares underlying such Option immediately prior to the effective time of the Merger [continues to Footnote 3] |
(3) | [continues from Footnote 2] and (b) one CVR in respect of each Share underlying such Option; provided, however, that if the exercise price per Share of any Option was equal to or greater than the Cash Amount that was then outstanding, it was cancelled for no consideration. |
(4) | This stock option was granted to Steven Elms, an employee of Aisling Capital, in his capacity as a director of the Issuer. Pursuant to the policies of Aisling Capital, Mr. Elms does not have any right to any of the Issuer's securities issued as part of his service on the Board and Aisling Capital is entitled to receive all of the pecuniary interest in the securities issued. |