0000950170-24-028182.txt : 20240307 0000950170-24-028182.hdr.sgml : 20240307 20240307174136 ACCESSION NUMBER: 0000950170-24-028182 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240307 FILED AS OF DATE: 20240307 DATE AS OF CHANGE: 20240307 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Nelson Sonja CENTRAL INDEX KEY: 0001674905 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-56600 FILM NUMBER: 24731529 MAIL ADDRESS: STREET 1: C/O MOTUS GI HOLDINGS, INC. STREET 2: 1301 EAST BROWARD BOULEVARD, 3RD FLOOR CITY: FT. LAUDERDALE STATE: FL ZIP: 33301 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Ambrx Biopharma, Inc. CENTRAL INDEX KEY: 0001990550 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] ORGANIZATION NAME: 03 Life Sciences IRS NUMBER: 932892120 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 10975 NORTH TORREY PINES ROAD CITY: LA JOLLA STATE: CA ZIP: 92037 BUSINESS PHONE: (858) 875-2400 MAIL ADDRESS: STREET 1: 10975 NORTH TORREY PINES ROAD CITY: LA JOLLA STATE: CA ZIP: 92037 FORMER COMPANY: FORMER CONFORMED NAME: New Ambrx Biopharma Inc. DATE OF NAME CHANGE: 20230818 4 1 ownership.xml 4 X0508 4 2024-03-07 true 0001990550 Ambrx Biopharma, Inc. AMAM 0001674905 Nelson Sonja C/O AMBRX BIOPHARMA, INC. 10975 N TORREY PINES ROAD LA JOLLA CA 92037 false true false false Chief Financial Officer false Common Stock 2024-03-07 4 D false 22936 D 0 D Restricted Stock Units 2024-03-07 4 D false 107143 D Common Stock 107143 0 D Restricted Stock Units 2024-03-07 4 D false 50000 D Common Stock 50000 0 D Option to Purchase Common Stock 1.96 2024-03-07 4 D false 367799 D 2031-09-01 Common Stock 367799 0 D Option to Purchase Common Stock 1.96 2024-03-07 4 D false 121427 D 2032-02-23 Common Stock 121427 0 D Option to Purchase Common Stock 1.96 2024-03-07 4 D false 60714 D 2032-02-23 Common Stock 60714 0 D Option to Purchase Common Stock 16.66 2024-03-07 4 D false 55571 D 2033-07-05 Common Stock 55571 0 D This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of January 5, 2024, among the Issuer, Johnson & Johnson ("J&J"), and Charm Merger Sub, Inc., a wholly owned subsidiary of J&J ("Merger Sub"), pursuant to which Merger Sub merged with and into the Issuer (the "Merger"), effective as of March 7, 2024 (such date and time of such Merger, the "Effective Time"), with the Issuer surviving the Merger as a wholly owned subsidiary of J&J. Pursuant to the Merger Agreement, at the Effective Time, each outstanding share of common stock of the Issuer ("Company Common Stock") reported in this Form 4 was converted into the right to receive an amount equal to $28.00 per share in cash (the "Merger Consideration"), without interest and less any applicable withholding taxes. Each of these restricted stock units ("RSUs") represents a contingent right to receive one share of the Company Common Stock. These RSUs vest as follows: (i) one-third (1/3) of the RSUs will vest on the 12-month anniversary of April 26, 2023 (the "Grant Date"), (ii) one-third (1/3) of the RSUs will vest on the 24-month anniversary of the Grant Date, and (iii) one-third (1/3) of the RSUs will vest on the 36-month anniversary of the Grant Date. Pursuant to the Merger Agreement, at the Effective Time, each of these RSUs that was outstanding as of immediately prior to the Effective Time was cancelled and the Reporting Person was entitled to receive the Merger Consideration, without interest and less any applicable withholding taxes, in respect of each such RSU. These RSUs vest as follows: (i) one-sixth (1/6) of the RSUs will vest on the six (6)-month anniversary of the grant date of December 11, 2023, and (ii) one-twelfth (1/12) of the RSUs will vest on a quarterly basis thereafter. The Company Common Stock subject to the options to purchase shares of Company Common Stock (each, a "Company Option") vest as follows: (i) twenty-five (25) percent of the Company Common Stock vested on June 30, 2022, and (ii) the remainder vests in thirty-six equal monthly installments following such date. Pursuant to the Merger Agreement, at the Effective Time, each Company Option that was outstanding and unexercised as of immediately prior to the Effective Time, whether vested or unvested, with a per share exercise price ("Per Share Exercise Price") that was less than the Merger Consideration, was cancelled and converted into the right to receive an amount in cash (without interest and less any applicable withholding taxes) equal to the product of (i) the aggregate number of shares of Company Common Stock underlying such Company Option immediately prior to the Effective Time, and (ii) the excess of (A) the Merger Consideration over (B) the Per Share Exercise Price of such Company Option. Each Company Option that had a Per Share Exercise Price that was equal to or exceeded the amount of the Merger Consideration at the Effective Time was cancelled for no consideration. The Company Common Stock subject to the Company Options vest as follows: (i) twenty-five (25) percent of the Company Common Stock vested on February 23, 2023, and (ii) the remainder vests in thirty-six equal monthly installments following such date. These Company Options are fully vested and exercisable. The Company Common Stock subject to the Company Options vest as follows: (i) 1/6 of the Company Common Stock vested on January 5, 2024, and the remainder vests in ten (10) equal quarterly installments following such date. /s/ Sonja Nelson 2024-03-07