0001209191-21-005455.txt : 20210126
0001209191-21-005455.hdr.sgml : 20210126
20210126171850
ACCESSION NUMBER: 0001209191-21-005455
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20210122
FILED AS OF DATE: 20210126
DATE AS OF CHANGE: 20210126
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Adams Timothy M
CENTRAL INDEX KEY: 0001298669
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38939
FILM NUMBER: 21555300
MAIL ADDRESS:
STREET 1: 311 ARSENAL STREET
CITY: WATERTOWN
STATE: MA
ZIP: 02472
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Prevail Therapeutics Inc.
CENTRAL INDEX KEY: 0001714798
STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836]
IRS NUMBER: 000000000
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 430 EAST 29TH STREET, SUITE 940
CITY: NEW YORK
STATE: NY
ZIP: 10016
BUSINESS PHONE: 917-336-9310
MAIL ADDRESS:
STREET 1: 430 EAST 29TH STREET, SUITE 940
CITY: NEW YORK
STATE: NY
ZIP: 10016
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2021-01-22
1
0001714798
Prevail Therapeutics Inc.
PRVL
0001298669
Adams Timothy M
C/O PREVAIL THERAPEUTICS INC.
430 EAST 29TH STREET, SUITE 1520
NEW YORK
NY
10016
1
0
0
0
Stock Option (Right to Buy)
10.26
2021-01-22
4
D
0
32400
0.00
D
Common Stock
32400
0
D
Stock Option (Right to Buy)
16.98
2021-01-22
4
D
0
17000
0.00
D
Common Stock
17000
0
D
Pursuant to the terms of the Merger Agreement, and as of immediately prior to the Effective Time, each of these options, whether or not vested, was automatically cancelled, by virtue of the Merger and without any action on the part of the Reporting Person, and the Reporting Person was entitled to receive (A) an amount of cash (less applicable tax withholdings) equal to the product of (i) the excess, if any, of $22.50 per share of common stock underlying such stock option, net in cash, without interest, over the applicable exercise price per share underlying such stock option multiplied by (ii) the total number of shares subject to such stock option, and (B) one contingent value right per share for each share subject to such stock option immediately prior to the Effective Time (without regard to vesting).
Capitalized terms used herein without definition have the meanings ascribed to them in the Agreement and Plan of Merger, dated as of December 24, 2020, by and among the Issuer, Eli Lilly and Company and Tyto Acquisition Corporation (the "Merger Agreement").
/s/ Brett Kaplan, Attorney-in-Fact
2021-01-26