0000950170-24-017423.txt : 20240220 0000950170-24-017423.hdr.sgml : 20240220 20240220195115 ACCESSION NUMBER: 0000950170-24-017423 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240219 FILED AS OF DATE: 20240220 DATE AS OF CHANGE: 20240220 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Veneman Ann M CENTRAL INDEX KEY: 0001493023 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40655 FILM NUMBER: 24655927 MAIL ADDRESS: STREET 1: C/O ICOSAVAX, INC. STREET 2: 1616 EASTLAKE AVENUE E. SUITE 208 CITY: SEATTLE STATE: WA ZIP: 98102 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Icosavax, Inc. CENTRAL INDEX KEY: 0001786255 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] ORGANIZATION NAME: 03 Life Sciences IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1930 BOREN AVE., SUITE 1000 CITY: SEATTLE STATE: WA ZIP: 98101 BUSINESS PHONE: (206) 737-0085 MAIL ADDRESS: STREET 1: 1930 BOREN AVE., SUITE 1000 CITY: SEATTLE STATE: WA ZIP: 98101 4 1 ownership.xml 4 X0508 4 2024-02-19 true 0001786255 Icosavax, Inc. ICVX 0001493023 Veneman Ann M C/O ICOSAVAX, INC. 1930 BOREN AVE., SUITE 1000 SEATTLE WA 98101 false false false true See Remarks false Common Stock 2024-02-19 4 U false 11209 D 0 D Common Stock 2024-02-19 4 D false 2834 D 0 D Stock Option (Right to Buy) 6.25 2024-02-19 4 D false 22278 D Common Stock 22278 0 D Stock Option (Right to Buy) 9.89 2024-02-19 4 D false 17000 D Common Stock 17000 0 D Stock Option (Right to Buy) 15.00 2024-02-19 4 D false 25500 D Common Stock 25500 0 D In connection with the terms of an Agreement and Plan of Merger, dated as of December 11, 2023 (the "Merger Agreement"), by and among the Issuer, AstraZeneca Finance and Holdings Inc. ("Parent"), and Isochrone Merger Sub Inc., a wholly owned subsidiary of Parent ("Purchaser"), Purchaser completed a tender offer for shares of the Issuer's Common Stock at a purchase price per share of (i) $15.00 plus (ii) one non-tradable contingent value right ("CVR") per share representing the right to receive a contingent payment of up to $5.00 in cash upon achievement of specified milestones (collectively, the "Offer Price"). After completion of the tender offer, Purchaser merged with and into the Issuer (the "Merger"), effective as of February 19, 2024 (the "Effective Time"), with the Issuer continuing as the surviving entity and a wholly owned subsidiary of Parent. Represents restricted stock units ("RSUs"). Pursuant to the Merger Agreement, immediately prior to the Effective Time, each RSU that was outstanding as of immediately prior to the Effective Time was cancelled and converted into the contingent right to receive the Offer Price, subject to the terms of the Merger Agreement. Pursuant to the terms of the Merger Agreement, immediately prior to the Effective Time, this stock option was cancelled and converted into the right to receive, subject to the terms of the Merger Agreement, (a) an amount in cash equal to the product obtained by multiplying (1) the aggregate number of shares underlying such option immediately prior to the Effective Time by (2) an amount equal to (A) $15.00 less (B) the exercise price of such option, plus (b) one CVR for each share underlying such option immediately prior to the Effective Time. Pursuant to the terms of the Merger Agreement, immediately prior to the Effective Time, this stock option was cancelled and converted into the right to receive, subject to the terms of the Merger Agreement, an amount in cash from Parent, if and when payments in respect of CVRs are required to be made, equal to the product obtained by multiplying (a) the aggregate number of shares underlying such option immediately prior to the Effective Time by (b) the amount by which (1) the sum of $15.00 plus the aggregate amount paid per CVR exceeds (2) the exercise price of such stock option. Former Director /s/ Thomas Russo, Attorney-in-Fact 2024-02-20