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