0001209191-23-045429.txt : 20230811 0001209191-23-045429.hdr.sgml : 20230811 20230811161117 ACCESSION NUMBER: 0001209191-23-045429 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: Oxtoby Andrew CENTRAL INDEX KEY: 0001765473 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37345 FILM NUMBER: 231164195 MAIL ADDRESS: STREET 1: 8000 MARINA BOULEVARD STREET 2: SUITE 300 CITY: BRISBANE STATE: CA ZIP: 94005 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 0001765473 Oxtoby Andrew C/O CHINOOK THERAPEUTICS, INC. 400 FAIRVIEW AVE. NO., 9TH FLOOR SEATTLE WA 98109 0 1 0 0 Chief Commercial Officer 0 Stock Option (Right to Buy) 21.82 2023-08-11 4 D 0 160000 18.18 D 2033-02-27 Common Stock 160000 0 D Restricted Stock Units 2023-08-11 4 D 0 40000 D Common Stock 40000 0 D This stock option award, which provided for 25% of the award to vest on February 28, 2024 and ratable vesting in 36 additional monthly installments thereafter, became fully vested and was canceled upon effectiveness of the Merger (defined in the Remarks below), 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 contingent value right ("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 February 28, 2024. Pursuant to the Merger Agreement (defined in the Remarks below), 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