0001209191-21-005449.txt : 20210126 0001209191-21-005449.hdr.sgml : 20210126 20210126171716 ACCESSION NUMBER: 0001209191-21-005449 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: Carson William H. CENTRAL INDEX KEY: 0001824280 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38939 FILM NUMBER: 21555278 MAIL ADDRESS: STREET 1: C/O PREVAIL THERAPEUTICS INC. STREET 2: 430 EAST 29TH STREET, SUITE 1520 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 0001824280 Carson William H. C/O PREVAIL THERAPEUTICS INC. 430 EAST 29TH STREET, SUITE 1520 NEW YORK NY 10016 1 0 0 0 Stock Option (Right to Buy) 11.11 2021-01-22 4 D 0 34000 0.00 D Common Stock 34000 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, Attorney-in-Fact 2021-01-26