SEC FORM 4

SEC Form 4

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^*

Washer Susan B.

(Last)

(First)

(Middle)

C/O APPLIED GENETIC TECHNOLOGIES CORP.

14193 NW 119TH TERRACE, SUITE #10

(Street)

ALACHUA

32615

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
APPLIED GENETIC TECHNOLOGIES CORP [ AGTC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
11/30/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/30/2022		U		143,021⁽¹⁾	D	⁽¹⁾	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$4.9	11/30/2022		D			140,000	⁽²⁾	09/18/2023	Common Stock	140,000	⁽²⁾	0	D
Stock Option (Right to Buy)	$14.08	11/30/2022		D			99,156	⁽²⁾	04/17/2024	Common Stock	99,156	⁽²⁾	0	D
Stock Option (Right to Buy)	$16	11/30/2022		D			55,780	⁽²⁾	07/31/2024	Common Stock	55,780	⁽²⁾	0	D
Stock Option (Right to Buy)	$18.48	11/30/2022		D			80,000	⁽²⁾	07/21/2025	Common Stock	80,000	⁽²⁾	0	D
Stock Option (Right to Buy)	$15.57	11/30/2022		D			80,000	⁽²⁾	07/07/2026	Common Stock	80,000	⁽²⁾	0	D
Stock Option (Right to Buy)	$4.9	11/30/2022		D			100,000	⁽²⁾	07/17/2027	Common Stock	100,000	⁽²⁾	0	D
Stock Option (Right to Buy)	$4.25	11/30/2022		D			100,000	⁽²⁾	07/25/2028	Common Stock	100,000	⁽²⁾	0	D
Stock Option (Right to Buy)	$3	11/30/2022		D			100,000	⁽²⁾	08/15/2029	Common Stock	100,000	⁽²⁾	0	D
Stock Option (Right to Buy)	$5.5	11/30/2022		D			169,000	⁽²⁾	08/05/2030	Common Stock	169,000	⁽²⁾	0	D
Stock Option (Right to Buy)	$3.74	11/30/2022		D			275,000	⁽²⁾	07/27/2031	Common Stock	275,000	⁽²⁾	0	D
Stock Option (Right to Buy)	$0.4	11/30/2022		D			442,000	⁽²⁾	08/21/2032	Common Stock	442,000	⁽²⁾	0	D

Explanation of Responses:

1. At the effective time of the Merger, each issued and outstanding Share was cancelled in exchange for (1) $0.34 per share of common stock of the Issuer ("Common Stock"), without interest and less any applicable withholding taxes (the "Cash Consideration"); and (2) one contingent value right ("CVR") per share of Common Stock representing the right to receive potential milestone payments, currently estimated to be up to approximately $0.73 per CVR in the aggregate (without interest and less any applicable withholding taxes) (the Cash Consideration plus one CVR, collectively, as such amount may be increased in accordance with the terms of the Merger Agreement, the "Offer Price"). Pursuant to the terms of the Merger Agreement, the Shares were tendered and disposed of at the Acceptance Time (as defined in the Merger Agreement) in exchange for the right to receive the Offer Price.

2. At the effective time of the Merger, each outstanding option of the Issuer with an exercise price equal to or greater than $0.34 was cancelled without any consideration in respect of such cancelled option.

Remarks:

Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of October 23, 2022, by and among Applied Genetic Technologies Corporation (the "Issuer"), Alliance Holdco Limited ("Parent") and Alliance Acquisition Sub, Inc., a wholly owned subsidiary of Parent ("Purchaser"), on November 30, 2022, Purchaser completed a tender offer for shares of common stock of the Issuer (each, a "Share") and thereafter merged with and into the Issuer, with the Issuer continuing as the surviving corporation and a wholly owned subsidiary of Parent (the "Merger").

	/s/ Stacie Aarestad, Attorney-in-fact	12/01/2022
	** Signature of Reporting Person	Date
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