John Valliant - 04 Jun 2024 Form 4 Insider Report for Fusion Pharmaceuticals Inc. (FUSN)

Role: Chief Executive Officer, Director
Signature: /s/ Maria Stahl as Attorney-in-Fact for John Valliant
Issuer symbol: FUSN
Transactions as of: 04 Jun 2024
Transactions value $: $0
Form type: 4
Filing time: 04 Jun 2024, 17:31:38 UTC
Previous filing: 05 Jan 2024
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	FUSN	Common Stock	Disposed to Issuer		-318,147	-100%		0	04 Jun 2024	Direct	F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	FUSN	Stock Option (Right to Buy)	Disposed to Issuer		-533,095	-100%		0	04 Jun 2024	Common Stock	533,095	$1.02	Direct	F2
transaction	FUSN	Stock Option (Right to Buy)	Disposed to Issuer		-270,300	-100%		0	04 Jun 2024	Common Stock	270,300	$1.02	Direct	F2
transaction	FUSN	Stock Option (Right to Buy)	Disposed to Issuer		-606,721	-100%		0	04 Jun 2024	Common Stock	606,721	$2.35	Direct	F2
transaction	FUSN	Stock Option (Right to Buy)	Disposed to Issuer		-173,528	-100%		0	04 Jun 2024	Common Stock	173,528	$2.99	Direct	F2
transaction	FUSN	Stock Option (Right to Buy)	Disposed to Issuer		-206,541	-100%		0	04 Jun 2024	Common Stock	206,541	$17	Direct	F2
transaction	FUSN	Stock Option (Right to Buy)	Disposed to Issuer		-372,948	-100%		0	04 Jun 2024	Common Stock	372,948	$17	Direct	F2
transaction	FUSN	Stock Option (Right to Buy)	Disposed to Issuer		-336,000	-100%		0	04 Jun 2024	Common Stock	336,000	$11.9	Direct	F2
transaction	FUSN	Stock Option (Right to Buy)	Disposed to Issuer		-406,600	-100%		0	04 Jun 2024	Common Stock	406,600	$7.7	Direct	F2
transaction	FUSN	Stock Option (Right to Buy)	Disposed to Issuer		-500,000	-100%		0	04 Jun 2024	Common Stock	500,000	$3.75	Direct	F2
transaction	FUSN	Stock Option (Right to Buy)	Disposed to Issuer		-320,400	-100%		0	04 Jun 2024	Common Stock	320,400	$8.44	Direct	F2
transaction	FUSN	Restricted Stock Units	Disposed to Issuer		-192,200	-100%		0	04 Jun 2024	Common Stock	192,200		Direct	F3, F4

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

John Valliant is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	Pursuant to the Arrangement Agreement, dated as of March 18, 2024 (the "Arrangement Agreement"), by and among the Issuer, AstraZeneca AB, a public company with limited liability (Aktiebolag) incorporated under the laws of Sweden ("Parent") and 15863210 Canada Inc., a corporation formed under the Canada Business Corporations Act ("Purchaser"), Purchaser acquired all of the issued and outstanding common shares of the Issuer (collectively, the "Shares") effective as of 12:01 a.m. Toronto time on June 4, 2024 (the "Effective Time"). Following the Effective Time, each Share outstanding immediately prior to the Effective Time was assigned and transferred by the holder thereof to Purchaser in exchange for (i) US$21.00 in cash (the "Cash Consideration") plus (ii) one contingent value right (each, a "CVR") representing the contingent right to receive a cash payment equal to US$3.00, in each case subject to applicable tax withholdings and other source deductions.
F2	Pursuant to the terms of the Arrangement Agreement, immediately following the Effective Time, each option to purchase Shares granted (each, an "Option") with an exercise price that is less than the Cash Consideration and outstanding immediately prior to the Effective Time, whether vested or unvested, was assigned, transferred and surrendered by the holder thereof to the Issuer and thereafter cancelled in consideration for (A) a cash payment by or on behalf of the Issuer equal to the number of Shares into which such Option is then exercisable multiplied by the amount, if any, by which the Cash Consideration exceeds the exercise price per Share of such Option and (B) one CVR with respect to each Share into which such Option is then exercisable, in each case subject to applicable tax withholdings and other source deductions.
F3	Each restricted stock unit ("RSU") represents a contingent right to receive one Share.
F4	Pursuant to the terms of the Arrangement Agreement, immediately following the Effective Time, each RSU, whether vested or unvested, was assigned, transferred and surrendered by the holder thereof to the Issuer and thereafter cancelled in consideration for, (i) if held by a Canadian Incentive Holder (as defined in the Arrangement Agreement), the number of Shares underlying such RSU and (ii) if held by a Non-Canadian Incentive Holder (as defined in the Arrangement Agreement), (A) a cash payment by or on behalf of the Issuer equal to the number of Shares underlying such RSU multiplied by the amount, if any, by the Cash Consideration and (B) one CVR with respect to each Share underlying such RSU, in each case subject to applicable tax withholdings and other source deductions.