0001209191-23-045424.txt : 20230811 0001209191-23-045424.hdr.sgml : 20230811 20230811160952 ACCESSION NUMBER: 0001209191-23-045424 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: King Andrew James CENTRAL INDEX KEY: 0001823187 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37345 FILM NUMBER: 231164150 MAIL ADDRESS: STREET 1: C/O CHINOOK THERAPEUTICS U.S., INC. STREET 2: 1600 FAIRVIEW AVE. E. CITY: SEATTLE STATE: WA ZIP: 98102 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 0001823187 King Andrew James C/O CHINOOK THERAPEUTICS, INC. 400 FAIRVIEW AVE. NO., 9TH FLOOR SEATTLE WA 98109 0 1 0 0 Chief Scientific Officer 0 Common Stock 2023-08-11 4 D 0 19157 D 0 D Stock Option (Right to Buy) 0.35 2023-08-11 4 D 0 43047 39.65 D 2029-06-05 Common Stock 43047 0 D Stock Option (Right to Buy) 0.42 2023-08-11 4 D 0 73047 39.58 D 2030-03-18 Common Stock 73047 0 D Stock Option (Right to Buy) 14.77 2023-08-11 4 D 0 89545 25.23 D 2030-10-05 Common Stock 89545 0 D Stock Option (Right to Buy) 15.14 2023-08-11 4 D 0 60000 24.86 D 2031-02-09 Common Stock 60000 0 D Stock Option (Right to Buy) 17.59 2023-08-11 4 D 0 21500 22.41 D 2031-06-06 Common Stock 21500 0 D Stock Option (Right to Buy) 12.90 2023-08-11 4 D 0 100000 27.10 D 2032-01-30 Common Stock 100000 0 D Stock Option (Right to Buy) 25.27 2023-08-11 4 D 0 104000 14.73 D 2033-01-30 Common Stock 104000 0 D Restricted Stock Units 2023-08-11 4 D 0 10152 D Common Stock 10152 0 D Restricted Stock Units 2023-08-11 4 D 0 6802 D Common Stock 6802 0 D Restricted Stock Units 2023-08-11 4 D 0 16667 D Common Stock 16667 0 D Restricted Stock Units 2023-08-11 4 D 0 6667 D Common Stock 6667 0 D Restricted Stock Units 2023-08-11 4 D 0 26000 D Common Stock 26000 0 D Restricted Stock Units 2023-08-11 4 D 0 8400 D Common Stock 8400 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 25% of the award to vest on May 6, 2020 and ratable vesting in 36 additional monthly installments thereafter, 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 provided for 25% of the award to vest on March 6, 2021 and ratable vesting in 36 additional monthly installments thereafter, 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 provided for 25% of the award to vest on October 6, 2021 and ratable vesting in 36 additional monthly installments thereafter, 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 provided for 25% of the award to vest on February 10, 2022 and ratable vesting in 36 additional monthly installments thereafter, 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 provided for 25% of the award to vest on June 7, 2022 and ratable vesting in 36 additional monthly installments thereafter, 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 provided for 25% of the award to vest on January 31, 2023 and ratable vesting in 36 additional monthly installments thereafter, 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 provided for 25% of the award to vest on January 31, 2024 and ratable vesting in 36 additional monthly installments thereafter, 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. When granted, each restricted stock unit ("RSU") represented a contingent right to receive one share of the Issuer's Common Stock upon settlement. When granted, the RSU award provided for ratable vesting in annual installments of one-third beginning on October 6, 2021. Pursuant to the Merger Agreement, at the effective time of the Merger, the RSU award was cancelled and converted into the right to receive, with respect to each share of the Issuer's Common Stock underlying such RSU, (i) a cash payment equal to $40.00 (without interest and subject to any applicable tax withholding), and (ii) one CVR. When granted, the RSU award provided for ratable vesting in annual installments of one-third beginning on February 10, 2022. Pursuant to the Merger Agreement, at the effective time of the Merger, the RSU award was cancelled and converted into the right to receive, with respect to each share of the Issuer's Common Stock underlying such RSU, (i) a cash payment equal to $40.00 (without interest and subject to any applicable tax withholding), and (ii) one CVR. When granted, the RSU award provided for ratable vesting in annual installments of one-third beginning on January 31, 2023. Pursuant to the Merger Agreement, at the effective time of the Merger, the RSU award was cancelled and converted into the right to receive, with respect to each share of the Issuer's Common Stock underlying such RSU, (i) a cash payment equal to $40.00 (without interest and subject to any applicable tax withholding), and (ii) one CVR. When granted, the RSU award provided for ratable vesting in annual installments of one-third beginning on July 29, 2022. Pursuant to the Merger Agreement, at the effective time of the Merger, the RSU award was cancelled and converted into the right to receive, with respect to each share of the Issuer's Common Stock underlying such RSU, (i) a cash payment equal to $40.00 (without interest and subject to any applicable tax withholding), and (ii) one CVR. When granted, the RSU award provided for ratable vesting in annual installments of one-third beginning on January 31, 2024. Pursuant to the Merger Agreement, at the effective time of the Merger, the RSU award was cancelled and converted into the right to receive, with respect to each share of the Issuer's Common Stock underlying such RSU, (i) a cash payment equal to $40.00 (without interest and subject to any applicable tax withholding), and (ii) one CVR. When granted, the RSU award provided for the vesting of restricted stock units for shares of the Issuer's Common Stock contingent upon the achievement of certain performance-based vesting conditions. Pursuant to the Merger Agreement, at the effective time of the Merger, the RSU award was cancelled and converted into the right to receive, with respect to each share of the Issuer's Common Stock underlying such RSU, (i) a cash payment equal to $40.00 (without interest and subject to any applicable tax withholding), and (ii) one CVR. 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