Pardes Biosciences (PRDS) director Auerbach disposed of 70,390 shares

Insider transactions reported

Mark Auerbach (director at Pardes Biosciences Inc., PRDS) reported that they disposed of 70,390 shares on Aug 31, 2023. After these transactions the filing shows 0 shares held directly.

Reporting person

Auerbach Mark

Options and other derivatives

Holdings before and after

• Common Stock: 70,390 to 0 direct
• Stock Option (Right to Buy): 37,500 to 0 direct

Footnotes from the filing

1. 1. This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger entered into by and among the Issuer, MediPacific, Inc. (Parent) and MediPacific Sub, Inc., a wholly-owned subsidiary of Parent (Purchaser), dated as of July 16, 2023 (Merger Agreement), pursuant to which the Purchaser completed a tender offer for the shares of common stock of the Issuer and thereafter merged with and into the Issuer effective as of August 31, 2023 (Effective Time).
2. 2. Pursuant to the terms of the Merger Agreement and Purchaser's offer to purchase, the shares of common stock were tendered to Purchaser in consideration for a per share price of (i) $2.13 in cash, net of applicable taxes and without interest, and (ii) one non-transferable contractual contingent value right.
3. 3. On July 16, 2023, the Issuer's Board of Directors vested in full each option to purchase shares granted under an Issuer equity plan (each, a Company Stock Option) that was outstanding and unvested as of that date. As of the Effective Time, each in-the-money Company Stock Option that was outstanding immediately prior to the Effective Time was cancelled, and, in exchange therefor, the holder of such cancelled in-the-money Company Stock Option was entitled to receive, in consideration of the cancellation of such Company Stock Option, (i) an amount in cash (less applicable tax withholdings and without interest) equal to the product of (x) the total number of shares subject to such Company Stock Option immediately prior to the Effective Time multiplied by (y) the excess of $2.13 over the applicable exercise price per share under such Company Stock Option and (ii) one contingent value right for each share subject thereto.
4. 4. On July 16, 2023, the Issuer's Board of Directors vested in full each unvested Company Stock Option. Pursuant to the Merger Agreement, each Company Stock Option that was not in the money as of the Effective Time was cancelled for no consideration at the Effective Time.

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