0001493152-23-013903.txt : 20230427
0001493152-23-013903.hdr.sgml : 20230427
20230427180020
ACCESSION NUMBER: 0001493152-23-013903
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20230427
FILED AS OF DATE: 20230427
DATE AS OF CHANGE: 20230427
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: King-Jones Heidy
CENTRAL INDEX KEY: 0001794898
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38552
FILM NUMBER: 23858879
MAIL ADDRESS:
STREET 1: C/O AXCELLA HEALTH INC.
STREET 2: 840 MEMORIAL DRIVE
CITY: CAMBRIDGE
STATE: MA
ZIP: 02139
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Provention Bio, Inc.
CENTRAL INDEX KEY: 0001695357
STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834]
IRS NUMBER: 000000000
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 55 BROAD STREET, 2ND FLOOR
CITY: RED BANK
STATE: NJ
ZIP: 07701
BUSINESS PHONE: 908-428-9136
MAIL ADDRESS:
STREET 1: 55 BROAD STREET, 2ND FLOOR
CITY: RED BANK
STATE: NJ
ZIP: 07701
FORMER COMPANY:
FORMER CONFORMED NAME: Provention Inc.
DATE OF NAME CHANGE: 20170120
4
1
ownership.xml
X0407
4
2023-04-27
1
0001695357
Provention Bio, Inc.
PRVB
0001794898
King-Jones Heidy
C/O PROVENTION BIO, INC.
55 BROAD STREET, 2ND FLOOR
RED BANK
NJ
07701
0
1
0
0
Chief Legal Officer
0
Option to Purchase Common Stock
11.23
2023-04-27
4
D
0
300000
D
Common Stock
300000
0
D
Option to Purchase Common Stock
6.80
2023-04-27
4
D
0
139500
D
Common Stock
139500
0
D
Option to Purchase Common Stock
4.39
2023-04-27
4
D
0
145000
D
Common Stock
145000
0
D
Option to Purchase Common Stock
8.93
2023-04-27
4
D
0
200000
D
Common Stock
200000
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 March 12, 2023, by and among the Issuer, Sanofi S.A. ("Parent"), and Zest Acquisition Sub, Inc., an indirect wholly owned subsidiary of Parent ("Purchaser"), pursuant to which Purchaser completed a tender offer for shares of common stock of the Issuer ("Company Common Stock") and thereafter merged with and into the Issuer (the "Merger") effective as of April 27, 2023 (the "Effective Time"). Pursuant to the actions of the board of directors of the Issuer and in accordance with the terms of the Merger Agreement, at the Effective Time, each option to purchase shares of Company Common Stock granted under an Issuer equity plan (each, a "Company Stock Option") that was outstanding and unvested immediately prior to the Effective Time vested in full.
As of the Effective Time, each Company Stock Option that was outstanding and vested immediately prior to the Effective Time was cancelled, and, in exchange therefor, the holder of such cancelled Company Stock Option became entitled to receive in consideration of the cancellation of such Company Stock Option, an amount in cash (without interest and less applicable tax withholdings) equal to the product of (x) the total number of shares of Company Common Stock subject to such Company Stock Option immediately prior to the Effective Time multiplied by (y) the excess, if any, of $25.00 over the applicable exercise price per share of Company Common Stock under such Company Stock Option.
/s/ Thierry Chauche, as attorney-in-fact
2023-04-27