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Filing Details

Accession Number:: 0001209191-23-013268
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2023-02-27 17:10:10
Reporting Period:: 2022-06-10

Accepted Time:: 2023-02-27 17:10:10
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1868734	Cincor Pharma Inc.	CINC	()	4

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1745948	Mason Freeman	C/O Cincor Pharma, Inc 230 Third Avenue, 6Th Floor Waltham MA 02451	Chief Medical Officer	No	Yes	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Disposition	2022-06-10	6	$15.21	2,494	No	4	S	Direct
Common Stock	Disposition	2023-02-24	2,494	$0.00	40,000	No	4	U	Direct
Common Stock	Disposition	2023-02-24	40,000	$0.00	0	No	4	D	Direct
Common Stock	Disposition	2023-02-24	100	$0.00	0	No	4	U	Indirect	By spouse

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Direct
No	4	U	Direct
No	4	D	Direct
No	4	U	Indirect	By spouse

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Stock Option (Right to Buy)	Disposition	2023-02-24	30,178	$0.00	30,178	$0.92
Common Stock	Stock Option (Right to Buy)	Disposition	2023-02-24	145,296	$0.00	145,296	$5.82
Common Stock	Stock Option (Right to Buy)	Disposition	2023-02-24	120,380	$0.00	120,380	$7.62

Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
2029-09-24	No	4	D	Direct
2031-08-12	No	4	D	Direct
2031-11-03	No	4	D	Direct

Footnotes

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)]
[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.
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.
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.