Inhibrx Biosciences (INBX) Form 4 Inhibrx / Jon Faiz Kayyem 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^*

Kayyem Jon Faiz

(Last) (First) (Middle)

C/O INHIBRX, INC.

11025 NORTH TORREY PINES ROAD, SUITE 140

(Street)

LA JOLLA CA 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/30/2024		D(1)		3,224,301	D	$30(2)	0	I	By The Jon F. Kayyem and Paige Gates-Kayyem Family Trust(3)
Common Stock	05/30/2024		D(1)		25,000	D	$30(2)	0	I	By Child A(4)
Common Stock	05/30/2024		D(1)		25,000	D	$30(2)	0	I	By Child B(5)

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
Stock Option (right to buy)	$10.52	05/30/2024		D(1)			17,259	(6)	11/26/2028	Common Stock	17,259	(8)	0	D
Stock Option (right to buy)	$23.03	05/30/2024		D(1)			15,000	(7)	05/25/2033	Common Stock	15,000	(8)	0	D
Stock Option (right to buy)	$12.57	05/30/2024		D(1)			15,000	(9)	05/25/2032	Common Stock	15,000	(8)	0	D
Stock Option (right to buy)	$24.78	05/30/2024		D(1)			15,000	(10)	06/07/2031	Common Stock	15,000	(8)	0	D

Explanation of Responses:

1. Under the Agreement and Plan of Merger, dated January 22, 2024 (the "Merger Agreement"), by and among the 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 share of common stock of the Issuer that was outstanding immediately prior to the effective time of the Merger (the "Effective Time") (other than (A) the Issuer's common stock owned by the Issuer as treasury shares, (B) the Issuer's common stock owned by Parent or Merger Sub and (C) any dissenting shares), 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.

3. These securities were directly owned by The Jon F. Kayyem and Paige Gates-Kayyem Family Trust. Jon Faiz Kayyem is the trustee of The Jon F. Kayyem and Paige Gates-Kayyem Family Trust and he disclaims beneficial ownership of these securities, except to the extent of any indirect pecuniary interest in his distributive shares therein.

4. These securities were held in a custodial account managed by the reporting person for the benefit of the reporting person's minor child, Child A. The reporting person disclaims beneficial ownership of these securities, except to the extent of any indirect pecuniary interest in his distributive shares therein.

5. These securities were held in a custodial account managed by the reporting person for the benefit of the reporting person's minor child, Child B. The reporting person disclaims beneficial ownership of these securities, except to the extent of any indirect pecuniary interest in his distributive shares therein.

6. Twenty-five percent (25%) of the total shares subject to the stock option became exercisable on November 26, 2019, with the balance having vested and have 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 May 25, 2024, with the balance to vest and become exercisable in equal successive monthly installments for thirty-six (36) months thereafter.

8. 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 options immediately prior to the Effective Time, multiplied by (y) the excess of (I) the Closing Amount over (II) the exercise price payable per share of the Issuer common stock under such option and (B) one (1) CVR for each share of the Issuer common stock subject to such stock option.

9. 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.

10. 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.

	/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.
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