SEC Form 4: Hurwitz Edward closing all direct ownership in the company (for withholding tax)
$AGTC
Biotechnology: Biological Products (No Diagnostic Substances)
Health Care
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
APPLIED GENETIC TECHNOLOGIES CORP [ AGTC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/30/2022 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 11/30/2022 | U | 25,672(1) | D | (1) | 0 | D | |||
| Common Stock | 11/30/2022 | U | 1,800(1) | D | (1) | 0 | I | By Hurwitz/Lichtenfeld Revocable Trust | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Option (Right to Buy) | $12 | 11/30/2022 | D | 9,375 | (2) | 03/26/2024 | Common Stock | 9,375 | (2) | 0 | D | ||||
| Stock Option (Right to Buy) | $20.83 | 11/30/2022 | D | 4,688 | (2) | 12/19/2024 | Common Stock | 4,688 | (2) | 0 | D | ||||
| Stock Option (Right to Buy) | $16.06 | 11/30/2022 | D | 6,200 | (2) | 11/19/2025 | Common Stock | 6,200 | (2) | 0 | D | ||||
| Stock Option (Right to Buy) | $7.75 | 11/30/2022 | D | 8,000 | (2) | 02/28/2027 | Common Stock | 8,000 | (2) | 0 | D | ||||
| Stock Option (Right to Buy) | $4.25 | 11/30/2022 | D | 10,000 | (2) | 07/25/2028 | Common Stock | 10,000 | (2) | 0 | D | ||||
| Stock Option (Right to Buy) | $6.9 | 11/30/2022 | D | 10,000 | (2) | 11/15/2028 | Common Stock | 10,000 | (2) | 0 | D | ||||
| Stock Option (Right to Buy) | $3.02 | 11/30/2022 | D | 10,000 | (2) | 12/04/2029 | Common Stock | 10,000 | (2) | 0 | D | ||||
| Stock Option (Right to Buy) | $4.72 | 11/30/2022 | D | 12,000 | (2) | 12/16/2030 | Common Stock | 12,000 | (2) | 0 | D | ||||
| Stock Option (Right to Buy) | $2.17 | 11/30/2022 | D | 14,000 | (2) | 11/30/2031 | Common Stock | 14,000 | (2) | 0 | D | ||||
| Explanation of Responses: |
| 1. At the effective time of the Merger, each issued and outstanding Share was cancelled in exchange for (1) $0.34 per share of common stock of the Issuer ("Common Stock"), without interest and less any applicable withholding taxes (the "Cash Consideration"); and (2) one contingent value right ("CVR") per share of Common Stock representing the right to receive potential milestone payments, currently estimated to be up to approximately $0.73 per CVR in the aggregate (without interest and less any applicable withholding taxes) (the Cash Consideration plus one CVR, collectively, as such amount may be increased in accordance with the terms of the Merger Agreement, the "Offer Price"). Pursuant to the terms of the Merger Agreement, the Shares were tendered and disposed of at the Acceptance Time (as defined in the Merger Agreement) in exchange for the right to receive the Offer Price. |
| 2. At the effective time of the Merger, each outstanding option of the Issuer with an exercise price equal to or greater than $0.34 was cancelled without any consideration in respect of such cancelled option. |
| Remarks: |
| Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of October 23, 2022, by and among Applied Genetic Technologies Corporation (the "Issuer"), Alliance Holdco Limited ("Parent") and Alliance Acquisition Sub, Inc., a wholly owned subsidiary of Parent ("Purchaser"), on November 30, 2022, Purchaser completed a tender offer for shares of common stock of the Issuer (each, a "Share") and thereafter merged with and into the Issuer, with the Issuer continuing as the surviving corporation and a wholly owned subsidiary of Parent (the "Merger"). |
| /s/ Stacie Aarestad, Attorney-in-fact | 12/01/2022 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||