SEC FORM 4

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^*

MANHARD KIMBERLY

(Last)

(First)

(Middle)

C/O INHIBRX, INC.

11025 NORTH TORREY PINES ROAD, SUITE 140

(Street)

LA JOLLA

92037

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Inhibrx, Inc. [ INBX ]

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

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/30/2024

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)

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)	$17.44	05/30/2024		D⁽¹⁾			3,500	⁽²⁾	10/02/2030	Common Stock	3,500	⁽³⁾	0	D
Stock Option (right to buy)	$23.03	05/30/2024		D⁽¹⁾			15,000	⁽⁴⁾	05/25/2033	Common Stock	15,000	⁽³⁾	0	D
Stock Option (right to buy)	$12.57	05/30/2024		D⁽¹⁾			15,000	⁽⁵⁾	05/25/2032	Common Stock	15,000	⁽³⁾	0	D
Stock Option (right to buy)	$24.78	05/30/2024		D⁽¹⁾			15,000	⁽⁶⁾	06/07/2031	Common Stock	15,000	⁽³⁾	0	D
Stock Option (right to buy)	$20.43	05/30/2024		D⁽¹⁾			17,259	⁽⁷⁾	08/20/2030	Common Stock	17,259	⁽³⁾	0	D

Explanation of Responses:

1. Under the Agreement and Plan of Merger, dated January 22, 2024 (the "Merger Agreement"), by and among Inhibrx, Inc. (the "Issuer"), Aventis Inc., a Pennsylvania corporation ("Parent") and wholly owned subsidiary of Sanofi, and Art Acquisition Sub, Inc., a Delaware corporation ("Merger Sub") and wholly owned subsidiary of Parent, following satisfaction or waiver of the closing conditions set forth in the Merger Agreement, on May 30, 2024, Merger Sub merged with and into the Issuer with the Issuer surviving as the surviving company (the "Merger").

2. Twenty-five percent (25%) of the total shares subject to the stock option became exercisable on October 2, 2021, with the balance to vest and become exercisable in equal successive monthly installments for thirty-six (36) months thereafter.

3. This stock option was cancelled in the Merger and converted into the right to receive (A) an amount in cash, without interest and less any applicable withholding taxes, equal to the product of (x) the total number of shares of the Issuer's common stock subject to such stock option immediately prior to the effective time, multiplied by (y) the excess of (I) an amount in cash equal to $30.00, without interest thereon over (II) the exercise price payable per share of the Issuer common stock under such stock option and (B) one (1) contractual contingent value right for each share of the Issuer common stock subject to such stock option.

4. Twenty-five percent (25%) of the total shares subject to the stock option became exercisable on May 25, 2024, with the balance to vest and become exercisable in equal successive monthly installments for thirty-six (36) months thereafter.

5. Twenty-five percent (25%) of the total shares subject to the stock option became exercisable on May 25, 2023, with the balance to vest and become exercisable in equal successive monthly installments for thirty-six (36) months thereafter.

6. Twenty-five percent (25%) of the total shares subject to the stock option became exercisable on June 7, 2022, with the balance to vest and become exercisable in equal successive monthly installments for thirty-six (36) months thereafter.

7. Twenty-five percent (25%) of the total shares subject to the stock option became exercisable on June 23, 2021, with the balance to vest and become exercisable in equal successive monthly installments for thirty-six (36) months thereafter.

	/s/ Kelly D. Deck, attorney-in-fact	05/30/2024
	** 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.

SEC Form 4 filed by Manhard Kimberly