EDWARD HURWITZ - 30 Nov 2022 Form 4 Insider Report for APPLIED GENETIC TECHNOLOGIES CORP (AGTC)

Role: Director
Signature: /s/ Stacie Aarestad, Attorney-in-fact
Issuer symbol: AGTC
Transactions as of: 30 Nov 2022
Net transactions value: $0
Form type: 4
Filing time: 01 Dec 2022, 08:19:33 UTC
Previous filing: 06 Jun 2022
Next filing: 25 May 2023
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	AGTC	Common Stock	Disposition pursuant to a tender of shares in a change of control transaction		-25,672	-100%		0	30 Nov 2022	Direct	F1
transaction	AGTC	Common Stock	Disposition pursuant to a tender of shares in a change of control transaction		-1,800	-100%		0	30 Nov 2022	By Hurwitz/Lichtenfeld Revocable Trust	F1

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

Type	Sym	Class	Transaction	Shares	Change %	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	AGTC	Stock Option (Right to Buy)	Disposed to Issuer	-9,375	-100%	30 Nov 2022	Common Stock	9,375	$12.00	Direct	F2
transaction	AGTC	Stock Option (Right to Buy)	Disposed to Issuer	-4,688	-100%	30 Nov 2022	Common Stock	4,688	$20.83	Direct	F2
transaction	AGTC	Stock Option (Right to Buy)	Disposed to Issuer	-6,200	-100%	30 Nov 2022	Common Stock	6,200	$16.06	Direct	F2
transaction	AGTC	Stock Option (Right to Buy)	Disposed to Issuer	-8,000	-100%	30 Nov 2022	Common Stock	8,000	$7.75	Direct	F2
transaction	AGTC	Stock Option (Right to Buy)	Disposed to Issuer	-10,000	-100%	30 Nov 2022	Common Stock	10,000	$4.25	Direct	F2
transaction	AGTC	Stock Option (Right to Buy)	Disposed to Issuer	-10,000	-100%	30 Nov 2022	Common Stock	10,000	$6.90	Direct	F2
transaction	AGTC	Stock Option (Right to Buy)	Disposed to Issuer	-10,000	-100%	30 Nov 2022	Common Stock	10,000	$3.02	Direct	F2
transaction	AGTC	Stock Option (Right to Buy)	Disposed to Issuer	-12,000	-100%	30 Nov 2022	Common Stock	12,000	$4.72	Direct	F2
transaction	AGTC	Stock Option (Right to Buy)	Disposed to Issuer	-14,000	-100%	30 Nov 2022	Common Stock	14,000	$2.17	Direct	F2

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

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

Explanation of Responses:

Id	Content
F1	At the effective time of the Merger, each issued and outstanding Share was cancelled in exchange for (1) $0.34 per share of common stock of the Issuer ("Common Stock"), without interest and less any applicable withholding taxes (the "Cash Consideration"); and (2) one contingent value right ("CVR") per share of Common Stock representing the right to receive potential milestone payments, currently estimated to be up to approximately $0.73 per CVR in the aggregate (without interest and less any applicable withholding taxes) (the Cash Consideration plus one CVR, collectively, as such amount may be increased in accordance with the terms of the Merger Agreement, the "Offer Price"). Pursuant to the terms of the Merger Agreement, the Shares were tendered and disposed of at the Acceptance Time (as defined in the Merger Agreement) in exchange for the right to receive the Offer Price.
F2	At the effective time of the Merger, each outstanding option of the Issuer with an exercise price equal to or greater than $0.34 was cancelled without any consideration in respect of such cancelled option.

Content

At the effective time of the Merger, each issued and outstanding Share was cancelled in exchange for (1) $0.34 per share of common stock of the Issuer ("Common Stock"), without interest and less any applicable withholding taxes (the "Cash Consideration"); and (2) one contingent value right ("CVR") per share of Common Stock representing the right to receive potential milestone payments, currently estimated to be up to approximately $0.73 per CVR in the aggregate (without interest and less any applicable withholding taxes) (the Cash Consideration plus one CVR, collectively, as such amount may be increased in accordance with the terms of the Merger Agreement, the "Offer Price"). Pursuant to the terms of the Merger Agreement, the Shares were tendered and disposed of at the Acceptance Time (as defined in the Merger Agreement) in exchange for the right to receive the Offer Price.

At the effective time of the Merger, each outstanding option of the Issuer with an exercise price equal to or greater than $0.34 was cancelled without any consideration in respect of such cancelled option.

Remarks:

Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of October 23, 2022, by and among Applied Genetic Technologies Corporation (the "Issuer"), Alliance Holdco Limited ("Parent") and Alliance Acquisition Sub, Inc., a wholly owned subsidiary of Parent ("Purchaser"), on November 30, 2022, 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").