Glenn P. Muir - Sep 18, 2024 Form 4 Insider Report for G1 Therapeutics, Inc. (GTHX)

Role
Director
Signature
/S/ Monica Roberts Thomas, attorney-in-fact
Stock symbol
GTHX
Transactions as of
Sep 18, 2024
Transactions value $
$0
Form type
4
Date filed
9/18/2024, 04:15 PM
Previous filing
Sep 6, 2024
Next filing
Nov 20, 2024
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction GTHX Common Stock Disposed to Issuer -20K -9.74% 185K Sep 18, 2024 Direct F1, F2
transaction GTHX Common Stock Disposition pursuant to a tender of shares in a change of control transaction -185K -100% 0 Sep 18, 2024 Direct F3

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 GTHX Stock Option (right to buy) Disposed to Issuer -30K -100% 0 Sep 18, 2024 Common Stock 30K $2.99 Direct F4
transaction GTHX Stock Option (right to buy) Disposed to Issuer -30K -100% 0 Sep 18, 2024 Common Stock 30K $2.83 Direct F4
transaction GTHX Stock Option (right to buy) Disposed to Issuer -30K -100% 0 Sep 18, 2024 Common Stock 30K $5.30 Direct F4
transaction GTHX Stock Option (right to buy) Disposed to Issuer -50K -100% 0 Sep 18, 2024 Common Stock 50K $0.30 Direct F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Glenn P. Muir 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 terms of that certain Agreement and Plan of Merger (the "Merger Agreement"), dated as of August 6, 2024, among the Issuer, Pharmacosmos A/S, a Danish Aktieselskab ("Parent"), and Genesis Merger Sub, Inc. ("Purchaser"), an indirect wholly-owned subsidiary of Parent, Purchaser completed a tender offer for shares of common stock of the Issuer and thereafter merged with and into the Issuer (the "Merger"), effective as of September 18, 2024, with the Issuer surviving the Merger. At the effective time of the Merger (the "Effective Time"), each outstanding share of Issuer common stock was cancelled and converted into the right to receive $7.15 per share in cash, without interest and subject to any applicable withholding taxes (the "Merger Consideration").
F2 (Continued from footnote 1) Pursuant to the Merger Agreement, at the Effective Time, each outstanding deferred stock unit (whether vested or unvested) was deemed to have vested and was cancelled and automatically converted into the right to receive an amount in cash equal to the Merger Consideration.
F3 Pursuant to the Merger Agreement, at the Effective Time, each share of common stock held by the Reporting Person was tendered in exchange for the Merger Consideration.
F4 Pursuant to the Merger Agreement, at the Effective Time, each option to purchase shares of common stock (each "Stock Option") that was outstanding immediately prior to the Effective Time became fully vested and was cancelled at the Effective Time and converted into the right to receive an amount in cash equal to the product of (x) the total number of shares of common stock subject to such Stock Option immediately prior to the Effective Time multiplied by (y) the excess, if any, of the Merger Consideration over the applicable exercise price per share under such Stock Option.