0000950170-24-028177.txt : 20240307 0000950170-24-028177.hdr.sgml : 20240307 20240307173633 ACCESSION NUMBER: 0000950170-24-028177 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240307 FILED AS OF DATE: 20240307 DATE AS OF CHANGE: 20240307 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: DALESANDRO MARGARET CENTRAL INDEX KEY: 0001208853 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-56600 FILM NUMBER: 24731499 MAIL ADDRESS: STREET 1: ONCOSEC MEDICAL INCORPORATED STREET 2: 24 NORTH MAIN STREET CITY: PENNINGTON STATE: NJ ZIP: 08534 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Ambrx Biopharma, Inc. CENTRAL INDEX KEY: 0001990550 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] ORGANIZATION NAME: 03 Life Sciences IRS NUMBER: 932892120 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 10975 NORTH TORREY PINES ROAD CITY: LA JOLLA STATE: CA ZIP: 92037 BUSINESS PHONE: (858) 875-2400 MAIL ADDRESS: STREET 1: 10975 NORTH TORREY PINES ROAD CITY: LA JOLLA STATE: CA ZIP: 92037 FORMER COMPANY: FORMER CONFORMED NAME: New Ambrx Biopharma Inc. DATE OF NAME CHANGE: 20230818 4 1 ownership.xml 4 X0508 4 2024-03-07 true 0001990550 Ambrx Biopharma, Inc. AMAM 0001208853 DALESANDRO MARGARET C/O AMBRX BIOPHARMA INC. 10975 N TORREY PINES ROAD LA JOLLA CA 92037 true false false false false Restricted Stock Units 2024-03-07 4 D false 17857 D Common Stock 17857 0 D Restricted Stock Units 2024-03-07 4 D false 10119 D Common Stock 10119 0 D This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of January 5, 2024, among the Issuer, Johnson & Johnson ("J&J"), and Charm Merger Sub, Inc., a wholly owned subsidiary of J&J ("Merger Sub"), pursuant to which Merger Sub merged with and into the Issuer (the "Merger"), effective as of March 7, 2024 (such date and time of such Merger, the "Effective Time"), with the Issuer surviving the Merger as a wholly owned subsidiary of J&J. Each of these restricted stock units ("RSUs") represents a contingent right to receive one share of common stock of the Issuer ("Company Common Stock"). The RSUs vest in three successive equal annual installments beginning on September 1, 2024, subject to continuous service through such vesting date. Pursuant to the Merger Agreement, at the Effective Time, each of these RSUs that was outstanding as of immediately prior to the Effective Time was cancelled and the Reporting Person was entitled to receive the Merger Consideration, without interest and less any applicable withholding taxes, in respect of each such RSU. The RSUs vest on the earlier of (i) the one-year anniversary of the date of grant of September 1, 2023, and (ii) the day immediately before the next annual general meeting, subject to continuous service through such vesting date. /s/ Sonja Nelson, Attorney-in-Fact for Margaret Dalesandro 2024-03-07