0001209191-23-045422.txt : 20230811
0001209191-23-045422.hdr.sgml : 20230811
20230811160917
ACCESSION NUMBER: 0001209191-23-045422
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20230811
FILED AS OF DATE: 20230811
DATE AS OF CHANGE: 20230811
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: GRIFFIN MICHELLE RENEE
CENTRAL INDEX KEY: 0001229765
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37345
FILM NUMBER: 231164138
MAIL ADDRESS:
STREET 1: 19723 NE 65TH LANE
CITY: KIRKLAND
STATE: WA
ZIP: 98033
FORMER NAME:
FORMER CONFORMED NAME: BURRIS MICHELLE
DATE OF NAME CHANGE: 20030429
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: CHINOOK THERAPEUTICS, INC.
CENTRAL INDEX KEY: 0001435049
STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834]
IRS NUMBER: 000000000
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 400 FAIRVIEW AVENUE NORTH, SUITE 900
CITY: SEATTLE
STATE: WA
ZIP: 98109
BUSINESS PHONE: 206-485-7051
MAIL ADDRESS:
STREET 1: 400 FAIRVIEW AVENUE NORTH, SUITE 900
CITY: SEATTLE
STATE: WA
ZIP: 98109
FORMER COMPANY:
FORMER CONFORMED NAME: ADURO BIOTECH, INC.
DATE OF NAME CHANGE: 20111107
FORMER COMPANY:
FORMER CONFORMED NAME: ADURO BIOTECH
DATE OF NAME CHANGE: 20080514
4
1
doc4.xml
FORM 4 SUBMISSION
X0508
4
2023-08-11
1
0001435049
CHINOOK THERAPEUTICS, INC.
KDNY
0001229765
GRIFFIN MICHELLE RENEE
C/O CHINOOK THERAPEUTICS, INC.
400 FAIRVIEW AVE. NO., 9TH FLOOR
SEATTLE
WA
98109
1
0
0
0
0
Common Stock
2023-08-11
4
D
0
3300
D
0
D
Stock Option (Right to Buy)
14.77
2023-08-11
4
D
0
23522
25.23
D
2030-10-05
Common Stock
23522
0
D
Stock Option (Right to Buy)
16.81
2023-08-11
4
D
0
5948
23.19
D
2031-06-03
Common Stock
5948
0
D
Stock Option (Right to Buy)
13.88
2023-08-11
4
D
0
13300
26.12
D
2032-05-25
Common Stock
13300
0
D
The reported securities were disposed of pursuant to the Merger Agreement (defined in the Remarks below). Upon effectiveness of the Merger (defined in the Remarks below), in exchange for each share of the Issuer's Common Stock, the reporting person received: (i) $40.00 in cash, without interest and less applicable withholding taxes; and (ii) one contractual contingent value right (each, a "CVR"), entitling the reporting person to additional cash payments upon the achievement of certain future business milestones pursuant to the Contingent Value Rights Agreement (the "Contingent Value Rights Agreement") entered into concurrent with completion of the Merger.
This stock option award, which provided for ratable vesting in 36 monthly installments beginning on November 6, 2020, became fully vested and was canceled upon effectiveness of the Merger, and was converted into the right to receive, with respect to each share of the Issuer's Common Stock underlying such option, (i) a cash payment representing the excess, if any, of the per share merger consideration ($40.00 per share) over the per share exercise price for such option, without interest, and (ii) one CVR, entitling the reporting person to additional cash payments upon the achievement of certain future business milestones pursuant to the Contingent Value Rights Agreement entered into concurrent with the completion of the Merger, in each case subject to applicable withholding taxes.
This stock option award, which vested in full upon the earlier of the one year anniversary of the grant date or the date of the Issuer's next annual stockholders' meeting, was canceled upon effectiveness of the Merger, and was converted into the right to receive, with respect to each share of the Issuer's Common Stock underlying such option, (i) a cash payment representing the excess, if any, of the per share merger consideration ($40.00 per share) over the per share exercise price for such option, without interest, and (ii) one CVR, entitling the reporting person to additional cash payments upon the achievement of certain future business milestones pursuant to the Contingent Value Rights Agreement entered into concurrent with the completion of the Merger, in each case subject to applicable withholding taxes.
The reported securities were disposed of by the reporting person pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of June 11, 2023, by and among Novartis AG, a company organized under the laws of Switzerland ("Parent"), Cherry Merger Sub Inc., a Delaware corporation and an indirect wholly owned subsidiary of Parent ("Merger Sub"), and the Issuer, which was previously disclosed by the Issuer on its Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on June 12, 2023 (File No. 001-37345). In connection with the closing of the transactions contemplated by the Merger Agreement, on August 11, 2023, Merger Sub merged (the "Merger") with and into the Issuer, with the Issuer surviving as a wholly-owned subsidiary of Parent.
/s/ Kirk Schumacher, Attorney-in-Fact
2023-08-11