0001209191-21-005435.txt : 20210126
0001209191-21-005435.hdr.sgml : 20210126
20210126171419
ACCESSION NUMBER: 0001209191-21-005435
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20210122
FILED AS OF DATE: 20210126
DATE AS OF CHANGE: 20210126
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Kaplan Brett
CENTRAL INDEX KEY: 0001778763
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38939
FILM NUMBER: 21555140
MAIL ADDRESS:
STREET 1: C/O PREVAIL THERAPEUTICS INC.
STREET 2: 430 EAST 29TH STREET, SUITE 940
CITY: NEW YORK
STATE: NY
ZIP: 10016
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Prevail Therapeutics Inc.
CENTRAL INDEX KEY: 0001714798
STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836]
IRS NUMBER: 000000000
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 430 EAST 29TH STREET, SUITE 940
CITY: NEW YORK
STATE: NY
ZIP: 10016
BUSINESS PHONE: 917-336-9310
MAIL ADDRESS:
STREET 1: 430 EAST 29TH STREET, SUITE 940
CITY: NEW YORK
STATE: NY
ZIP: 10016
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2021-01-22
1
0001714798
Prevail Therapeutics Inc.
PRVL
0001778763
Kaplan Brett
C/O PREVAIL THERAPEUTICS INC.
430 EAST 29TH STREET, SUITE 1520
NEW YORK
NY
10016
0
1
0
0
Chief Financial Officer
Stock Option (Right to Buy)
0.18
2021-01-22
4
D
0
347004
0.00
D
Common Stock
347004
0
D
Stock Option (Right to Buy)
10.26
2021-01-22
4
D
0
64565
0.00
D
Common Stock
64565
0
D
Stock Option (Right to Buy)
16.91
2021-01-22
4
D
0
95000
0.00
D
Common Stock
95000
0
D
Pursuant to the terms of the Merger Agreement, and as of immediately prior to the Effective Time, each of these options, whether or not vested, was automatically cancelled, by virtue of the Merger and without any action on the part of the Reporting Person, and the Reporting Person was entitled to receive (A) an amount of cash (less applicable tax withholdings) equal to the product of (i) the excess, if any, of $22.50 per share of common stock underlying such stock option, net in cash, without interest, over the applicable exercise price per share underlying such stock option multiplied by (ii) the total number of shares subject to such stock option, and (B) one contingent value right per share for each share subject to such stock option immediately prior to the Effective Time (without regard to vesting).
Capitalized terms used herein without definition have the meanings ascribed to them in the Agreement and Plan of Merger, dated as of December 24, 2020, by and among the Issuer, Eli Lilly and Company and Tyto Acquisition Corporation (the "Merger Agreement").
/s/ Brett Kaplan
2021-01-26