| 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
CinCor Pharma, Inc. [ CINC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/24/2023 | ||||||||||||||||||||||||||
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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 | 02/24/2023 | U | 12,500(1)(2) | D | (1)(2) | 200,000 | D | |||
| Common Stock | 02/24/2023 | D | 200,000(3) | D | (3) | 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) | $5.82 | 02/24/2023 | D | 726,483 | (4) | 06/17/2031 | Common Stock | 726,483 | (4) | 0 | D | ||||
| Stock Option (Right to Buy) | $7.62 | 02/24/2023 | D | 601,901 | (4) | 11/03/2031 | Common Stock | 601,901 | (4) | 0 | D | ||||
| Explanation of Responses: |
| 1. Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of January 8, 2023, by and among CinCor Pharma, Inc. (the "Issuer"), AstraZeneca Finance and Holdings Inc. ("Parent") and Cinnamon Acquisition, Inc., a wholly owned subsidiary of Parent ("Purchaser"), on February 24, 2023, Purchaser completed a tender offer for shares of common stock of the Issuer (each, a "Share") and thereafter merged with and into the Issuer, with the Issuer continuing as the surviving corporation and a wholly owned subsidiary of Parent (the "Merger"). At the effective time of the Merger, each issued and outstanding Share was cancelled in exchange for (i) $26.00 per Share in cash (the "Cash Amount"), plus (ii) one contingent value right (each, a "CVR") per Share representing the right to receive a contingent payment of $10.00 per share, [continues to footnote (2)] |
| 2. [continues from footnote (1)] in cash, upon the achievement of a specified milestone by December 31, 2033 (the Cash Amount plus one CVR, collectively, the "Offer Price"), in each case, without interest, subject to any applicable withholding taxes. Pursuant to the terms of the Merger Agreement, the Shares were tendered and disposed of at the Offer Acceptance Time (as defined in the Merger Agreement) in exchange for the right to receive the Offer Price. |
| 3. This line item represents restricted stock units ("RSUs") held by the Reporting Person at the effective time of the Merger, pursuant to the Merger Agreement, except as otherwise set forth in the Merger Agreement, each outstanding RSU was accelerated and became fully vested and was cancelled and automatically converted into the right to receive, without interest, (i) cash in an amount equal to (a) the total number of Shares issuable in settlement of such RSU immediately prior to the effective time of the Merger multiplied by (b) the Cash Amount, and (ii) one CVR for each Share issuable in settlement of such RSU. |
| 4. At the effective time of the Merger, pursuant to the Merger Agreement, each outstanding option with an exercise price less than the Cash Amount was accelerated and became fully vested and exercisable and was cancelled and automatically converted into the right to receive, without interest, (i) cash in an amount equal to the product of (1) the total number of Shares subject to such option as of immediately prior to the effective time of the merger multiplied by (2) the excess of the Cash Amount over the exercise price payable per Share under such option, and (ii) one CVR for each Share subject to such option. |
| Remarks: |
| /s/ Amanda Gonzalez Burton, Attorney-in-Fact | 02/24/2023 | |
| ** 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. | ||
