08/27/2026 | Press release | Distributed by Public on 08/27/2026 14:36
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
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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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Option (right to buy) | $472.5 | 08/27/2026 | D | 1,200 | 06/15/2023 | 06/15/2030 | Common Stock | 1,200 | (2) | 0 | D | ||||
| Stock Option (right to buy) | $888.5 | 08/27/2026 | D | 800 | 05/28/2022 | 05/28/2031 | Common Stock | 800 | (2) | 0 | D | ||||
| Stock Option (right to buy) | $31.75 | 08/27/2026 | D | 1,000 | 02/23/2023 | 02/23/2032 | Common Stock | 1,000 | (2) | 0 | D | ||||
| Stock Option (right to buy) | $31.75 | 08/27/2026 | D | 1,000 | 06/01/2023 | 06/01/2032 | Common Stock | 1,000 | (2) | 0 | D | ||||
| Stock Option (right to buy) | $20 | 08/27/2026 | D | 1,000 | 08/20/2024 | 09/19/2033 | Common Stock | 1,000 | (2) | 0 | D | ||||
| Stock Option (right to buy) | $8.6 | 08/27/2026 | D | 2,000 | 05/29/2025 | 08/20/2034 | Common Stock | 2,000 | (2) | 0 | D | ||||
| Stock Option (right to buy) | $7.54 | 08/27/2026 | D | 31,000 | (2) | 03/20/2035 | Common Stock | 31,000 | (2) | 0 | D | ||||
| Restricted Stock Units | (3) | 08/27/2026 | D | 18,353 | (4) | (4) | Common Stock | 18,353 | (4) | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Kornfeld Steven C/O FORTE BIOSCIENCES, INC. 3060 PEGASUS PARK DR., BUILDING 6 DALLAS, TX 75247 |
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| /s/ Paul A. Wagner, Ph.D., as Attorney-in-Fact | 08/27/2026 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Pursuant to the Agreement and Plan of Merger, dated July 26, 2026 (the "Merger Agreement"), by and among Forte Biosciences, Inc. ("Company"), argenx BV ("Parent"), and Avena Merger Sub Inc., a wholly owned subsidiary of Parent ("Purchaser"), the shares of common stock of Company that were tendered to Purchaser prior to the expiration time of the offer were exchanged for $77.00 per share ("Merger Consideration"), net to the seller in cash, without interest, subject to any required withholding tax. After completion of the tender offer, pursuant to the terms of the Merger Agreement, Purchaser merged with and into Company (the "Merger"), with Company surviving the Merger as a wholly owned subsidiary of Parent. |
| (2) | Pursuant to the Merger Agreement, each unexercised and outstanding option to purchase shares of Common Stock (a "Company Option"), whether or not vested, and which had a per share exercise price that was less than the Merger Consideration, was canceled and converted into the right of the holder to receive (i) (subject to any applicable withholding taxes) a lump-sum cash payment equal to (x) the excess (if any) of (a) the Merger Consideration over (b) the per share exercise price subject to such Company Option, multiplied by (y) the total number of shares subject to such Company Option immediately prior to the effective time of the Merger. At the effective time of the Merger, each Company Option that is then outstanding and unexercised, whether or not vested and which has a per share exercise price that is equal to or greater than the Merger Consideration, shall be cancelled with no consideration payable therefor. |
| (3) | Each restricted stock unit ("RSU") represents a contingent right to receive one share of Forte Biosciences, Inc. (the "Issuer") Common Stock. |
| (4) | Pursuant to the Merger Agreement, each outstanding restricted stock unit (a "Company RSU"), whether or not vested, was canceled and converted into the right of the holder to receive (i) (subject to any applicable withholding taxes) a lump-sum cash payment equal to (x) the Merger Consideration, multiplied by (y) the total number of shares subject to such Company RSU immediately prior to the effective time of the Merger. |