0000950170-24-042607.txt : 20240408
0000950170-24-042607.hdr.sgml : 20240408
20240408161418
ACCESSION NUMBER: 0000950170-24-042607
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20240405
FILED AS OF DATE: 20240408
DATE AS OF CHANGE: 20240408
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Perlich Irene
CENTRAL INDEX KEY: 0001989954
ORGANIZATION NAME:
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38853
FILM NUMBER: 24829731
MAIL ADDRESS:
STREET 1: C/O NGM BIOPHARMACEUTICALS, INC.
STREET 2: 333 OYSTER POINT BOULEVARD
CITY: SOUTH SAN FRANCISCO
STATE: CA
ZIP: 94080
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: NGM BIOPHARMACEUTICALS INC
CENTRAL INDEX KEY: 0001426332
STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834]
ORGANIZATION NAME: 03 Life Sciences
IRS NUMBER: 000000000
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 333 OYSTER POINT BOULEVARD
CITY: SOUTH SAN FRANCISCO
STATE: CA
ZIP: 94080
BUSINESS PHONE: 650-243-5555
MAIL ADDRESS:
STREET 1: 333 OYSTER POINT BOULEVARD
CITY: SOUTH SAN FRANCISCO
STATE: CA
ZIP: 94080
4
1
ownership.xml
4
X0508
4
2024-04-05
true
0001426332
NGM BIOPHARMACEUTICALS INC
NGM
0001989954
Perlich Irene
C/O NGM BIOPHARMACEUTICALS, INC.
333 OYSTER POINT BOULEVARD
SOUTH SAN FRANCISCO
CA
94080
false
true
false
false
Principal Accounting Officer
false
Common Stock
2024-04-05
4
U
false
6284
D
0
D
Restricted Stock Unit
2024-04-05
4
D
false
7500
D
Common Stock
7500
0
D
Stock Option (Right to Buy)
0.84
2024-04-05
4
D
false
50000
D
2031-03-31
Common Stock
50000
0
D
Stock Option (Right to Buy)
0.84
2024-04-05
4
D
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35000
D
2032-03-02
Common Stock
35000
0
D
Stock Option (Right to Buy)
0.84
2024-04-05
4
D
false
17500
D
2032-11-03
Common Stock
17500
0
D
Stock Option (Right to Buy)
4.36
2024-04-05
4
D
false
30000
D
2033-03-01
Common Stock
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0
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Stock Option (Right to Buy)
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2024-04-05
4
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20000
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2033-09-30
Common Stock
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D
This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger entered into by and among the Issuer, Atlas Neon Parent, Inc. ("Parent") and Atlas Neon Merger Sub, Inc., a wholly-owned subsidiary of Parent ("Purchaser"), dated as of February 25, 2024 ("Merger Agreement"), pursuant to which the Purchaser completed a tender offer for the shares of common stock of the Issuer and thereafter merged with and into the Issuer effective as of April 5, 2024 (the "Effective Time"). Pursuant to the terms of the Merger Agreement and Purchaser's offer to purchase, the shares of common stock were tendered to Purchaser in consideration for a per share price of $1.55 in cash, subject to applicable tax withholding and without interest (the "Offer Price").
Each Restricted Stock Unit represents a contingent right to receive one share of Common Stock. Pursuant to the Merger Agreement, as of the Effective Time, each outstanding Restricted Stock Unit was canceled and the holder of such canceled Restricted Stock Unit was entitled to receive an amount in cash, without interest and less any withholding of taxes, equal to the Offer Price.
Restricted Stock Units do not have an expiration date.
Pursuant to the Merger Agreement, as of the Effective Time, the vesting of each outstanding unvested Stock Option that had a per share exercise price that was less than the Offer Price (an "In-the-Money Option") was accelerated, any applicable retention period for options that were repriced ended, and each outstanding In-the-Money Option (both vested and unvested) was canceled and the holder of such canceled Stock Option was entitled to receive an amount in cash, without interest and less any withholding of taxes, equal to the product of (i) the excess of the Offer Price over the applicable exercise price per share subject to such Stock Option multiplied by (ii) the total number of shares subject to such Stock Option. Each Stock Option that was not an In-the-Money Option (whether vested or unvested) was canceled as of the Effective Time for no consideration.
/s/ Valerie Pierce, Attorney-in-Fact
2024-04-05