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Filing Details

Accession Number:: 0001209191-23-013481
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2023-02-27 21:15:49
Reporting Period:: 2022-11-28

Accepted Time:: 2023-02-27 21:15:49
SEC Url:: Form 4 Filing

Issuer

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

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1245624	James Healy	C/O Cincor Pharma, Inc 230 Third Avenue, 6Th Floor Waltham MA 02451	Yes	No	Yes	No
1680194	Sofinnova Management X, L.p.	C/O Sofinnova Investments, Inc. 3000 Sand Hill Road, Bldg. 4, Suite 250 Menlo Park CA 94025	No	No	Yes	No
1680200	Sofinnova Venture Partners X, L.p.	C/O Sofinnova Investments, Inc. 3000 Sand Hill Road, Bldg. 4, Suite 250 Menlo Park CA 94025	No	No	Yes	No
1720685	Maha Katabi	C/O Sofinnova Investments, Inc. 3000 Sand Hill Road, Bldg. 4, Suite 250 Menlo Park CA 94025	No	No	Yes	No
1965187	Sofinnova Management X-A, L.l.c.	C/O Sofinnova Investments, Inc. 3000 Sand Hill Road, Bldg. 4, Suite 250 Menlo Park CA 94025	No	No	Yes	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	2022-11-28	6,000	$14.32	0	No	4	S	Indirect	By Sofinnova Synergy Master Fund, LP
Common Stock	Disposition	2023-02-24	9,803	$0.00	19,608	No	4	U	Direct
Common Stock	Disposition	2023-02-24	19,608	$0.00	0	No	4	D	Direct
Common Stock	Disposition	2023-02-24	6,073,949	$0.00	0	No	4	U	Indirect	By Sofinnova Venture Partners X, L.P.

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Indirect	By Sofinnova Synergy Master Fund, LP
No	4	U	Direct
No	4	D	Direct
No	4	U	Indirect	By Sofinnova Venture Partners X, L.P.

Footnotes

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $14.30 to $14.35 inclusive. Dr. Healy undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
The shares are directly held by Sofinnova Synergy Master Fund, LP (the "Synergy Fund"). Sofinnova Synergy Fund GP, LLC (the "Synergy Fund GP"), the general partner of the Syngery Fund, may be deemed to have sole voting and dispositive power over such shares. Dr. Healy is a managing member of the Synergy Fund GP and may be deemed to share voting and dispositive power over the shares held by the Synergy Fund. Dr. Healy disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein.
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 (4)]
[continues from footnote (3)] 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 Shares of common stock held by the Dr. Healy that were acquired pursuant to the exercise of an early-exercise option and remain subject to a right of repurchase by the Issuer. At the effective time of the Merger, pursuant to the Merger Agreement, except as otherwise set forth in the Merger Agreement, each Share issued upon early exercise of an option that is subject to vesting, repurchase or other lapse restrictions was accelerated and became fully vested and was cancelled and automatically converted into the right to receive, without interest, the Offer Price.
The shares are directly held by Sofinnova Venture Partners X, L.P. ("SVP X"). Sofinnova Management X, L.P. ("SM X LP") is the general partner of SVP X and may be deemed to have sole voting and dispositive power over the shares held by SVP X. Sofinnova Management X-A, L.L.C. ("SM X LLC") is the general partner of SVP X LP and may be deemed to have sole voting and dispositive power over the shares held by SVP X. Dr. Healy and Dr. Katabi are the managing member of SM X LLC and may be deemed to have shared voting and dispositive power over the shares held by SVP X. Each of Dr. Healy and Dr. Katabi disclaims beneficial ownership of such shares, except to the extent of his or her pecuniary interest therein.