Shabet Rose Sharon Form 4 Inhibrx / OLE ANDREAS HALVORSEN ownership change

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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X

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^*

VIKING GLOBAL INVESTORS LP

(Last) (First) (Middle)

600 WASHINGTON BLVD.

FLOOR 11

(Street)

STAMFORD CT 06901

(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)

Director	X	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)

	Form filed by One Reporting Person
X	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/30/2024		J(1)		6,305,866(5)	D	$30(2)	0	I	See Explanation of Responses(3)(4)(6)(9)
Common Stock	05/30/2024		J(1)		333,333	D	$30(2)	0	I	See Explanation of Responses(3)(4)(7)(9)
Common Stock	05/30/2024		J(1)		511,627	D	$30(2)	0	I	See Explanation of Responses(3)(4)(8)(9)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrants (right to buy)	$0.0001	05/30/2024		J(1)			1,038,765	(10)	(11)	Common Stock	1,038,765	$30(12)	0	I	See Explanation of Responses(3)(4)(6)(9)

1. Name and Address of Reporting Person^*

VIKING GLOBAL INVESTORS LP

(Last) (First) (Middle)

600 WASHINGTON BLVD.

FLOOR 11

(Street)

STAMFORD CT 06901

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Viking Global Opportunities Parent GP LLC

(Last) (First) (Middle)

600 WASHINGTON BLVD.

FLOOR 11

(Street)

STAMFORD CT 06901

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Viking Global Opportunities GP LLC

(Last) (First) (Middle)

600 WASHINGTON BLVD.

FLOOR 11

(Street)

STAMFORD CT 06901

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Viking Global Opportunities Portfolio GP LLC

(Last) (First) (Middle)

600 WASHINGTON BLVD.

FLOOR 11

(Street)

STAMFORD CT 06901

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Viking Global Opportunities Illiquid Investments Sub-Master LP

(Last) (First) (Middle)

600 WASHINGTON BLVD.

FLOOR 11

(Street)

STAMFORD CT 06901

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

HALVORSEN OLE ANDREAS

(Last) (First) (Middle)

600 WASHINGTON BLVD.

FLOOR 11

(Street)

STAMFORD CT 06901

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Ott David C.

(Last) (First) (Middle)

600 WASHINGTON BLVD.

FLOOR 11

(Street)

STAMFORD CT 06901

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Shabet Rose Sharon

(Last) (First) (Middle)

600 WASHINGTON BLVD.

FLOOR 11

(Street)

STAMFORD CT 06901

(City) (State) (Zip)

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. In the Merger, each of these shares of Common Stock was automatically cancelled, extinguished and converted into the right to receive (i) an amount in cash equal to $30.00, without interest thereon (the "Closing Amount"), plus (ii) one (1) contractual contingent value right ("CVR") representing the right to receive a contingent payment of $5.00, without interest thereon, in cash (the "Milestone Payment"), upon the achievement of certain regulatory milestones ("Milestone") set forth in the Contingent Value Rights Agreement between Parent and Continental Stock Transfer & Trust Company ((i) and (ii) collectively, the "Merger Consideration").

3. Andreas Halvorsen, David C. Ott and Rose S. Shabet are Executive Committee members of certain management entities, including Viking Global Partners LLC, the general partner of Viking Global Investors LP ("VGI"), and Viking Global Opportunities Parent GP LLC ("Opportunities Parent"), the sole member of Viking Global Opportunities GP LLC ("Opportunities GP"), the sole member of Viking Global Opportunities Portfolio GP LLC ("Opportunities Portfolio GP"), the general partner of Viking Global Opportunities Illiquid Investments Sub-Master LP ("Opportunities Fund"). Opportunities Parent is also the sole member of Viking Global Opportunities Drawdown GP LLC ("VGOD GP"), the sole member of Viking Global Opportunities Drawdown Portfolio GP LLC ("VGOD Portfolio GP"), the general partner of Viking Global Opportunities Drawdown (Aggregator) LP ("VGOD").

4. VGI provides managerial services to various investment funds and vehicles, including Opportunities Fund, VGOD, and KAVRA 104 LLC ("KAVRA 104"). VGI, Opportunities Parent, Opportunities GP, Opportunities Portfolio GP, Opportunities Fund, Mr. Halvorsen, Mr. Ott and Ms. Shabet are, collectively, the "Reporting Persons." Each of VGI, Mr. Halvorsen, Mr. Ott and Ms. Shabet may be deemed to beneficially own all of the securities reported on this form.

5. Reported amount has been adjusted to reflect the transfer of 3,878,559 shares of Common Stock held directly by DRAGSA 50 LLC to Opportunities Fund, which transfer was exempt from Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), pursuant to Rule 16a-13 under the Exchange Act.

6. These securities were held directly by Opportunities Fund. Because of the relationship between Opportunities Portfolio GP, Opportunities GP, Opportunities Parent and Opportunities Fund, each of Opportunities Portfolio GP, Opportunities GP and Opportunities Parent may be deemed to beneficially own the securities held directly by Opportunities Fund.

7. These shares of Common Stock were held directly by KAVRA 104. The membership interests of KAVRA 104 are held by Viking Global Opportunities LP and Viking Global Opportunities Intermediate LP. Opportunities GP is the general partner of Viking Global Opportunities LP and Viking Global Opportunities Intermediate LP. Because of the relationship between Opportunities GP, Opportunities Parent and KAVRA 104, each of Opportunities GP and Opportunities Parent may be deemed to beneficially own the shares of Common Stock held directly by KAVRA 104.

8. These shares of Common Stock were held directly by VGOD. Because of the relationship between Opportunities Parent and VGOD, Opportunities Parent may be deemed to beneficially own the shares of Common Stock held directly by VGOD.

9. The Reporting Persons disclaim beneficial ownership of these securities except to the extent of their pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 of the Exchange Act, or for any other purpose.

10. These warrants were exercisable immediately prior to the Merger, subject to a beneficial ownership limitation (the "Beneficial Ownership Limitation") that prevented the holder from exercising the warrants to the extent that, after giving effect to the issuance of the shares of Common Stock upon exercise of warrants held by the holder, the holder would beneficially own in excess of 9.99% of the shares of Common Stock outstanding.

11. These warrants had no expiration date.

12. In the Merger, these warrants were automatically cancelled and converted into the right to receive the Merger Consideration to which the holder of these warrants would be entitled as a result of the Merger if it held the number of shares of Common Stock for which such warrants were exercisable immediately prior to the Merger, assuming full exercise of such warrants on a cashless basis without regard to the Beneficial Ownership Limitation.

Remarks:

(13) The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. (14) Scott M. Hendler is signing on behalf of Mr. Halvorsen, Mr. Ott and Ms. Shabet, each individually and as an Executive Committee Member of VIKING GLOBAL PARTNERS LLC, on behalf of VIKING GLOBAL INVESTORS LP, and as an Executive Committee Member of VIKING GLOBAL OPPORTUNITIES PARENT GP LLC, on behalf of itself and VIKING GLOBAL OPPORTUNITIES GP LLC, VIKING GLOBAL OPPORTUNITIES PORTFOLIO GP LLC and VIKING GLOBAL OPPORTUNITIES ILLIQUID INVESTMENTS SUB-MASTER LP, pursuant to authorization and designation letters dated February 9, 2021, which were filed with the Securities and Exchange Commission on June 7, 2021.

	/s/ Scott M. Hendler signing on behalf of O. Andreas Halvorsen (13)(14)	06/03/2024
	/s/ Scott M. Hendler signing on behalf of David C. Ott (13)(14)	06/03/2024
	/s/ Scott M. Hendler signing on behalf of Rose S. Shabet (13)(14)	06/03/2024
	** Signature of Reporting Person	Date
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