05/15/2025 | Press release | Distributed by Public on 05/15/2025 14:31
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) |
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) | $16 | 05/15/2025 | D | 37,600 | (4) | 07/06/2028 | Common Stock | 37,600 | $ 0 | 0 | D | ||||
Stock Option (right to buy) | $40 | 05/15/2025 | D | 16,000 | (4) | 06/06/2029 | Common Stock | 16,000 | $ 0 | 0 | D | ||||
Stock Option (right to buy) | $72.54 | 05/15/2025 | D | 7,700 | (4) | 05/26/2030 | Common Stock | 7,700 | $ 0 | 0 | D | ||||
Stock Option (right to buy) | $99.83 | 05/15/2025 | D | 7,700 | (4) | 05/25/2031 | Common Stock | 7,700 | $ 0 | 0 | D | ||||
Stock Option (right to buy) | $2.62 | 05/15/2025 | D | 99,590 | (4) | 05/25/2032 | Common Stock | 99,590 | $ 0 | 0 | D | ||||
Stock Option (right to buy) | $4.81 | 05/15/2025 | D | 86,762 | (4) | 05/25/2033 | Common Stock | 86,762 | $ 0 | 0 | D | ||||
Stock Option (right to buy) | $1.42 | 05/15/2025 | D | 41,000 | (4) | 05/24/2034 | Common Stock | 41,000 | $ 0 | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Walker Paul Edward 2855 SAND HILL ROAD MENLO PARK, CA 94025 |
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/s/ Zachary Bambach, attorney-in-fact | 05/15/2025 | |
**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) | Disposed of pursuant to that certain Agreement and Plan of Merger, dated April 1, 2025, by and among the Issuer, Concentra Biosciences, LLC and Concentra Merger Sub III, Inc. (the "Merger Agreement") in exchange for $0.33 in cash per share. |
(2) | The Reporting Person is a manager of NEA 16 GP, LLC, which is the sole general partner of NEA Partners 16, L.P. ("NEA Partners 16"). NEA Partners 16 is the sole general partner of New Enterprise Associates 16, L.P. ("NEA 16"), which is the direct beneficial owner of the securities. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the NEA 16 securities in which the Reporting Person has no pecuniary interest. |
(3) | The Reporting Person is a manager of NEA 18 VGE GP, LLC, which is the sole general partner of NEA Partners 18 VGE, L.P. ("NEA Partners 18 VGE"). NEA Partners 18 VGE is the sole general partner of NEA 18 Venture Growth Equity, L.P. ("NEA 18 VGE"), the direct beneficial owner of the securities. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the securities held by NEA 18 VGE in which the Reporting Person has no pecuniary interest. |
(4) | This option was cancelled without consideration pursuant to the terms of the Merger Agreement. |