| 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). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
LogicBio Therapeutics, Inc. [ LOGC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/16/2022 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 11/16/2022 | D | 784,557 | D | (1) | 0 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Option (right to buy) | $0.73 | 11/16/2022 | D | 140,615 | (2) | 11/02/2027 | Common Stock | 140,615 | (3) | 0 | D | ||||
| Stock Option (right to buy) | $0.73 | 11/16/2022 | D | 13,089 | (4) | 01/31/2028 | Common Stock | 13,089 | (3) | 0 | D | ||||
| Stock Option (right to buy) | $0.38 | 11/16/2022 | D | 12,500 | (5) | 06/17/2032 | Common Stock | 12,500 | (3) | 0 | D | ||||
| Explanation of Responses: |
| 1. Pursuant to the Agreement and Plan of Merger, dated as of October 3, 2022 (the "Merger Agreement"), by and among LogicBio Therapeutics, Inc. (the "Company"), Alexion Pharmaceuticals, Inc. ("Parent") and Camelot Merger Sub, Inc. ("Merger Sub"), on November 16, 2022 (the "Effective Time"), Merger Sub merged with and into the Company (the "Merger"), with the Company continuing as the surviving corporation in the Merger and as a wholly-owned subsidiary of Parent, and, at the Effective Time, each share of common stock, par value $0.0001 per share, of the Company was cancelled and converted into the right to receive $2.07 in cash, without interest, less any applicable withholding taxes. |
| 2. The options vested upon grant on November 2, 2017. |
| 3. At the Effective Time, each option was cancelled pursuant to the terms of the Merger Agreement; provided, that each option with a per share exercise price equal to or greater than $2.07 was automatically cancelled for no consideration. For more information see the Solicitation/Recommendation Statement on Schedule 14D-9 filed by the Company with the United States Securities and Exchange Commission on October 18, 2022. |
| 4. The options were fully vested as of January 31, 2022. |
| 5. The options were granted on June 17, 2022. The options were scheduled to vest in full on the earlier of (i) the first anniversary of the grant date, and (ii) the day prior to the Company's 2023 Annual Meeting of Stockholders, subject to the Reporting Person's continued service with the Company on the vesting date. |
| Remarks: |
| /s/ Frederic Chereau, as Attorney-in-Fact | 11/17/2022 | |
| ** 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. | ||
