0001694187-20-000062.txt : 20200506 0001694187-20-000062.hdr.sgml : 20200506 20200506210545 ACCESSION NUMBER: 0001694187-20-000062 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200506 FILED AS OF DATE: 20200506 DATE AS OF CHANGE: 20200506 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: O'Dowd Hugh CENTRAL INDEX KEY: 0001741171 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38551 FILM NUMBER: 20854243 MAIL ADDRESS: STREET 1: C/O NEON THERAPEUTICS, INC. STREET 2: 40 ERRIE STREET SUITE 110 CITY: CAMBRIDGE STATE: MA ZIP: 02139 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Neon Therapeutics, Inc. CENTRAL INDEX KEY: 0001694187 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 40 ERIE STREET STREET 2: SUITE 110 CITY: CAMBRIDGE STATE: MA ZIP: 02139 BUSINESS PHONE: 617-337-4701 MAIL ADDRESS: STREET 1: 40 ERIE STREET STREET 2: SUITE 110 CITY: CAMBRIDGE STATE: MA ZIP: 02139 4 1 wf-form4_158881352702970.xml FORM 4 X0306 4 2020-05-06 1 0001694187 Neon Therapeutics, Inc. NTGN 0001741171 O'Dowd Hugh C/O NEON THERAPEUTICS, INC. 40 ERIE STREET, SUITE 110 CAMBRIDGE MA 02139 1 1 0 0 President & CEO Common Stock 2020-05-06 4 D 0 776085 D 0 D Stock Option (Right to Buy) 10.2 2020-05-06 4 D 0 208062 D Common Stock 208062.0 0 D Stock Option (Right to Buy) 6.13 2020-05-06 4 D 0 200000 D Common Stock 200000.0 0 D Stock Option (Right to Buy) 2.65 2020-05-06 4 D 0 354632 D Common Stock 354632.0 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 15, 2020, by and among the Issuer, BioNTech SE ("BioNTech"), and Endor Lights, Inc. a direct wholly owned subsidiary of BioNTech ("Merger Sub"), pursuant to which Merger Sub merged with and into the Issuer (the "Merger") effective as of May 6, 2020 (the "Effective Time"). Immediately prior to the Effective Time, each issued and outstanding share of common stock of the Issuer (each, a "Share") was cancelled and converted into the right to receive 0.063 (the "Exchange Ratio") of American Depositary Shares of BioNTech ("BioNTech ADS") plus the right, if any, to receive cash in lieu of fractional shares of BioNTech ADSs into which such Shares would have been converted. This number includes 306,667 restricted stock units (each, an "RSU") held by the Reporting Person. Pursuant to the Merger Agreement, at the Effective Time, these options were cancelled for no consideration because these options had an exercise price per Share that was equal to or greater than the product of the volume weighted average price of one BioNTech ADS for the ten trading days immediately prior to the second business day prior to the day of the closing of the Merger, starting with the opening of trading on the first trading day to the closing of the second to last trading day prior to the day of the closing of the Merger, as reported by Bloomberg, multiplied by the Exchange Ratio (the "Cash Merger Consideration"). Pursuant to the Merger Agreement, at the Effective Time, each option which was outstanding immediately prior to the Effective Time (whether or not then vested or exercisable) was cancelled and converted automatically into the right to receive, as soon as reasonably practicable after the Effective Time (but no later than ten business days thereafter), a cash payment in an amount equal to the product of (i) the total number of Shares subject to such option immediately prior to such cancellation and (ii) the excess, if any, of the Cash Merger Consideration over the exercise price per Share subject to such option immediately prior to such cancellation. /s/ Jolie M. Siegel, attorney-in-fact 2020-05-06