SEC Form 4 filed by Co-Chief Executive Officer Duggan Robert W

1/6/25 7:49:10 PM ET

$SMMT

Biotechnology: Pharmaceutical Preparations

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SEC FORM 4 SEC Form 4

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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

DUGGAN ROBERT W

(Last)

(First)

(Middle)

C/O SUMMIT THERAPEUTICS INC.

601 BRICKELL KEY DRIVE SUITE 1000

(Street)

MIAMI

33131

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Summit Therapeutics Inc. [ SMMT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Co-Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
01/02/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock								551,695,096	D
Common Stock								31,000⁽¹⁾⁽²⁾	I	By Spouse
Common Stock								10,199,776⁽¹⁾⁽²⁾	I	By the Shaun Zanganeh Irrevocable Trust, with the Spouse of Reporting Person as Trustee
Common Stock								25,457,666⁽¹⁾⁽²⁾	I	By the Mahkam Zanganeh Revocable Trust, with the Spouse of Reporting Person as Trustee
Common Stock								50,000⁽¹⁾⁽²⁾	I	Immediate family member of Spouse

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (right to buy)	$18.35	01/02/2025		A		10,724		⁽³⁾	01/02/2035	Common Stock	10,724	$9.18⁽⁴⁾	10,724	D
Stock Option (right to buy)	$3.71							⁽⁵⁾	11/11/2030	Common Stock	203,323		203,323⁽¹⁾⁽²⁾	I	By Spouse
Stock Option (right to buy)	$4.4							⁽⁶⁾	11/22/2030	Common Stock	2,400,000		2,400,000⁽¹⁾⁽²⁾	I	By Spouse
Stock Option (right to buy)	$4.75							⁽⁷⁾	12/15/2031	Common Stock	15,000		15,000⁽¹⁾⁽²⁾	I	By Spouse
Stock Option (right to buy)	$1.68							⁽⁸⁾	10/13/2033	Common Stock	11,988,198		11,988,198⁽¹⁾⁽²⁾	I	By Spouse
Performance Stock Option (right to buy)	$1.06							⁽⁹⁾	06/28/2032	Common Stock	260,000		260,000⁽¹⁾⁽²⁾	I	By Spouse
Performance Stock Option (right to buy)	$1.29							⁽¹⁰⁾	09/09/2032	Common Stock	100,000		100,000⁽¹⁾⁽²⁾	I	By Spouse
Performance Stock Option (right to buy)	$1.68							⁽¹¹⁾	10/13/2033	Common Stock	2,397,640		2,397,640⁽¹⁾⁽²⁾	I	By Spouse

Explanation of Responses:

1. The Reporting Person acquired beneficial ownership of these securities upon his marriage to the beneficial owner of the securities on December 18, 2024.

2. The Reporting Person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein, if any, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.

3. The option was granted on January 2, 2025. The shares underlying the option shall vest in four quarterly installments on March 31, June 30, September 30 and December 31 following election, subject to the reporting person remaining as a non-salaried director on each such vesting date.

4. The option was issued to the reporting person pursuant to the Director Retainer Option Election Plan of issuer in lieu of retainer fees of $98,400.

5. The option was granted to the Reporting Person's spouse on November 11, 2020 pursuant to the Issuer's Stock Incentive Plan, and are fully vested.

6. The option was granted to the Reporting Person's spouse on November 22, 2020 pursuant to the Issuer's Stock Incentive Plan. The shares underlying the option are fully vested.

7. The option was granted to the Reporting Person's spouse on December 15, 2021. The shares underlying the option are fully vested.

8. The option was granted to the Reporting Person's spouse on October 13, 2023. The shares underlying the option shall vest in four equal annual installments, with the first such installment occurring on October 13, 2024. Note this does not include an additional 11,988,198 options which were granted to the Reporting Person's spouse on October 13, 2023 and are subject to the satisfaction of performance conditions based on market capitalization and revenue targets.

9. These performance-based stock options vested on August 23, 2024, upon the attainment of the satisfaction of certain financial performance objectives. Note this does not include an additional 1,040,000 shares underlying options which were granted to the Reporting Person's spouse on June 28, 2022, that remain subject to the satisfaction of performance conditions.

10. These performance-based stock options vested on August 23, 2024, upon the attainment of the satisfaction of certain financial performance objectives. Note this does not include an additional 400,000 shares underlying options which were granted to the Reporting Person's spouse on September 9, 2022 that remain subject to the satisfaction of performance conditions.

11. These performance-based stock options vested on August 23, 2024, upon the attainment of the satisfaction of certain financial performance objectives. Note this does not include an additional 9,590,558 shares underlying options which were granted to the Reporting Person's spouse on October 13, 2023 that remain subject to the satisfaction of performance conditions.

Remarks:

	/s/ Robert W. Duggan	01/06/2025
	** 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).
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