0000899243-23-015754.txt : 20230616
0000899243-23-015754.hdr.sgml : 20230616
20230616160015
ACCESSION NUMBER: 0000899243-23-015754
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20230616
FILED AS OF DATE: 20230616
DATE AS OF CHANGE: 20230616
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Marshall Keith W
CENTRAL INDEX KEY: 0001714828
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40187
FILM NUMBER: 231020812
MAIL ADDRESS:
STREET 1: C/O CONATUS PHARMACEUTICALS INC.
STREET 2: 16745 WEST BERNARDO DRIVE, SUITE 200
CITY: SAN DIEGO
STATE: CA
ZIP: 92127
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Prometheus Biosciences, Inc.
CENTRAL INDEX KEY: 0001718852
STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834]
IRS NUMBER: 814282653
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 3050 SCIENCE PARK ROAD
CITY: SAN DIEGO
STATE: CA
ZIP: 92121
BUSINESS PHONE: (858) 422-4300
MAIL ADDRESS:
STREET 1: 3050 SCIENCE PARK ROAD
CITY: SAN DIEGO
STATE: CA
ZIP: 92121
FORMER COMPANY:
FORMER CONFORMED NAME: Precision IBD, Inc.
DATE OF NAME CHANGE: 20171004
4
1
doc4.xml
FORM 4 SUBMISSION
X0407
4
2023-06-16
1
0001718852
Prometheus Biosciences, Inc.
RXDX
0001714828
Marshall Keith W
C/O PROMETHEUS BIOSCIENCES, INC.
3050 SCIENCE PARK ROAD
SAN DIEGO
CA
92121
0
1
0
0
Chief Financial Officer
0
Common Stock
2023-06-16
4
D
0
87973
D
0
D
Stock Option (right to buy)
3.10
2023-06-16
4
D
0
52838
D
2030-08-11
Common Stock
52838
0
D
Stock Option (right to buy)
3.70
2023-06-16
4
D
0
93040
D
2030-12-17
Common Stock
93040
0
D
Stock Option (right to buy)
6.70
2023-06-16
4
D
0
135913
D
2031-02-03
Common Stock
135913
0
D
Stock Option (right to buy)
36.32
2023-06-16
4
D
0
102155
D
2031-11-13
Common Stock
102155
0
D
Stock Option (right to buy)
29.56
2023-06-16
4
D
0
86582
D
2032-05-19
Common Stock
86582
0
D
Stock Option (right to buy)
110.20
2023-06-16
4
D
0
34085
D
2032-12-08
Common Stock
34085
0
D
Stock Option (right to buy)
108.76
2023-06-16
4
D
0
12920
D
2032-12-15
Common Stock
12920
0
D
Includes 9,811 restricted stock units.
Pursuant to the Agreement and Plan of Merger, dated April 15, 2023, by and among the Issuer, Merck & Co., Inc. ("Merck") and Splash Merger Sub, Inc., the Issuer became a wholly owned subsidiary of Merck upon consummation of the merger (the "Effective Time"). At the Effective Time, (a) each of the Issuer's outstanding shares of common stock was cancelled and automatically converted into the right to receive $200 in cash (the "Merger Consideration"), without interest,... (Continued in Footnote 3)
(Continued from Footnote 2) ...(b) each of the Issuer's outstanding restricted stock units ("RSUs") was automatically cancelled and converted into the right to receive an amount in cash equal to the product of (i) the number of shares of the Issuer's common stock underlying such RSU immediately prior to the Effective Time multiplied by (ii) the Merger Consideration, without interest and (c) each of the Issuer's outstanding unexercised stock options, whether vested or unvested, was automatically cancelled and converted into the right to receive an amount in cash, without interest, equal to the product of (i) the number of shares of the Issuer's common stock underlying such option immediately prior to the Effective Time multiplied by (ii) the amount, if any, by which the Merger Consideration exceeded the exercise price per share of such option.
/s/ Keith W. Marshall
2023-06-16