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Filing Details

Accession Number:: 0000950142-24-001497
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2024-05-30 18:21:58
Reporting Period:: 2024-05-28

Accepted Time:: 2024-05-30 18:21:58
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1739614	Inhibrx Inc.	INBX	Biological Products, (No Disgnostic Substances) (2836)	824257312

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1766433	P. Brendan Eckelman	C/O Inhibrx, Inc. 11025 North Torrey Pines Road, Suite 140 La Jolla CA 92037	Chief Scientific 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	2024-05-28	300,000	$34.30	1,735,553	No	4	S	Indirect	By the Eckelman Living Trust dated February 5, 2014
Common Stock	Disposition	2024-05-30	1,735,553	$30.00	0	No	4	D	Indirect	By the Eckelman Living Trust dated February 5, 2014
Common Stock	Disposition	2024-05-30	160,000	$30.00	0	No	4	D	Indirect	By trust
Common Stock	Disposition	2024-05-30	160,000	$30.00	0	No	4	D	Indirect	By trust

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Indirect	By the Eckelman Living Trust dated February 5, 2014
No	4	D	Indirect	By the Eckelman Living Trust dated February 5, 2014
No	4	D	Indirect	By trust
No	4	D	Indirect	By trust

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	2024-05-30	6,667	$0.00	6,667	$33.63
Common Stock	Stock Option (right to buy)	Disposition	2024-05-30	26,667	$0.00	26,667	$23.30

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0		2031-01-15	No	4	D	Direct
0		2033-01-03	No	4	D	Direct

Footnotes

These securities were directly owned by the Eckelman Living Trust dated February 5, 2014. Brendan P. Eckelman is the trustee of the Eckelman Living Trust dated February 5, 2014 and, in such capacity, may be deemed to indirectly beneficially own the securities owned by the Eckelman Living Trust dated February 5, 2014.
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").
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.
These securities were directly owned by a trust, for the benefit of Brendan P. Eckelman's minor son. Brendan P. Eckelman is the trustee of the trust, and, in such capacity, may be deemed to indirectly beneficially own the securities owned by the trust.
These securities were directly owned by a trust, for the benefit of Brendan P. Eckelman's minor daughter. Brendan P. Eckelman is the trustee of the trust, and, in such capacity, may be deemed to indirectly beneficially own the securities owned by the trust.
Twenty-five percent (25%) of the total shares subject to the stock option became exercisable on January 15, 2022, with the balance to vest and become exercisable in equal successive monthly installments for thirty-six (36) months thereafter.
This stock option was canceled in the Merger and converted into the right to receive the contingent payment described in the following sentence. If the Milestone is achieved, the cash amount to be paid in respect of each such stock option will be equal to (x) $35.00 (representing the sum of the Closing Amount of $30.00 and the Milestone Payment of $5.00) minus (y) the stock option exercise price per share, subject to applicable tax withholding.
Twenty-five percent (25%) of the total shares subject to the stock option became exercisable on January 3, 2024, with the balance to vest and become exercisable in equal successive monthly installments for thirty-six (36) months thereafter.
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 option 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's common stock under such stock option and (B) one (1) CVR for each share of the Issuer common stock subject to such stock option.