| 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
Decibel Therapeutics, Inc. [ DBTX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/25/2023 | ||||||||||||||||||||||||||
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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 | 09/25/2023 | D | 147,144(1)(2)(3) | D | (1)(2) | 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) | $3.12 | 09/25/2023 | D | 45,000 | (4) | 01/25/2033 | Common Stock | 45,000 | (4) | 0 | D | ||||
| Stock Option (right to buy) | $3.5 | 09/25/2023 | D | 52,500 | (4) | 02/24/2032 | Common Stock | 52,500 | (4) | 0 | D | ||||
| Stock Option (right to buy) | $4.4 | 09/25/2023 | D | 232,003 | (5) | 12/07/2030 | Common Stock | 232,003 | (5) | 0 | D | ||||
| Explanation of Responses: |
| 1. Pursuant to the terms of that certain Agreement and Plan of Merger (the "Merger Agreement"), by and among the Issuer, Regeneron Pharmaceuticals, Inc. ("Parent") and Symphony Acquisition Sub, Inc. ("Purchaser"), dated as of August 8, 2023, the shares of common stock, par value $0.001 per share, of the Issuer held by the reporting person were tendered prior to the Expiration Date (as defined in the Merger Agreement) and disposed of at the Offer Acceptance Time (as defined in the Merger Agreement) in exchange for (i) $4.00 per share, payable in cash at closing, without interest and subject to reduction for any applicable withholding of taxes (the "Cash Consideration"), plus (ii) one contractual, non-tradeable contingent value right per share (each, a "CVR"), |
| 2. (Continued from Footnote 1) which entitles the holder to potentially receive contingent payments of up to an aggregate of $3.50 per CVR, without interest and subject to reduction for any applicable withholding taxes, upon the achievement of certain specified milestones in accordance with the terms and subject to the conditions of a Contingent Value Rights Agreement (the "CVR Agreement"), dated as of September 25, 2023, by and among Parent, Purchaser, Computershare Inc., and Computershare Trust Company, N.A. In addition, at the effective time of the merger (the "Effective Time"), pursuant to the Merger Agreement, each outstanding restricted stock unit of the Issuer (each a "Company RSU"), whether or not vested, was cancelled and exchanged for the right to receive (i) a cash payment equal to (x) the total numbers of shares subject to such Company RSU multiplied by (y) the Cash Consideration and (ii) one CVR with respect to each share subject to such Company RSU. |
| 3. Includes 120,000 unvested Company RSUs. |
| 4. At the Effective Time, pursuant to the Merger Agreement, each outstanding option to purchase shares of common stock of the Issuer having an exercise price per share that was less than the amount of the Cash Consideration (each a "Tranche 1 Option"), was cancelled and exchanged for (A) an amount in cash equal to the product of (x) the total number of shares subject to such Tranche 1 Option immediately prior to the Effective Time multiplied by (y) the excess of the amount of the Cash Consideration over the applicable exercise price per share of such Tranche 1 Option, and (B) one CVR with respect to each share subject to such Tranche 1 Option as of immediately prior to the Effective Time. |
| 5. At the Effective Time, pursuant to the Merger Agreement, each outstanding option to purchase shares of common stock of the Issuer having an exercise price per share that was equal to or greater than the amount of the Cash Consideration and less than the sum of the amount of the Cash Consideration and the amount of the DB-OTO Milestone Payment (as defined in the CVR Agreement) (each a "Tranche 2 Option") was cancelled and exchanged for one CVR with respect to each share subject to such Tranche 2 Option as of immediately prior to the Effective Time; provided that in the case of any CVR received in respect of a Tranche 2 Option, the DB-OTO Milestone Payment is equal to the excess of $6.00 over the exercise price per share with respect to such Tranche 2 Option and the Registration Study Milestone Payment (as defined in the CVR Agreement) is equal to $1.50 per CVR. |
| Remarks: |
| /s/ Jeffrey Schulz, Attorney-in-Fact | 09/25/2023 | |
| ** 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. | ||
