Douglas J. Gentilcore - 16 Sep 2025 Form 4 Insider Report for Y-mAbs Therapeutics, Inc. (YMAB)

Role
SVP, Danyelza Bus. Unit Head
Signature
/s/ John LaRocca, Attorney-in-Fact
Issuer symbol
YMAB
Transactions as of
16 Sep 2025
Transactions value $
$0
Form type
4
Filing time
18 Sep 2025, 21:29:01 UTC
Previous filing
22 Jan 2025
SEC
View on sec.gov

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
Gentilcore Douglas J SVP, Danyelza Bus. Unit Head C/O Y-MABS THERAPEUTICS, INC., 230 PARK AVENUE, NEW YORK /s/ John LaRocca, Attorney-in-Fact 18 Sep 2025 0002052524

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 YMAB Employee Stock Option (right to buy) Disposed to Issuer -142,600 -100% 0 16 Sep 2025 Common Stock 142,600 $6.16 Direct F1, F2
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Douglas J. Gentilcore 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 Agreement and Plan of Merger (the "Merger Agreement"), dated as of August 4, 2025, by and among Y-mAbs Therapeutics, Inc. (the "Issuer"), Yosemite Merger Sub, Inc. ("Purchaser"), Perseus BidCo US, Inc., a Delaware corporation ("Parent"), and Stark International Lux, a Luxembourg private limited liability company ("Ultimate Parent"), on September 16, 2025, 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 an indirect wholly owned subsidiary of Parent (the "Merger").
F2 At the effective time of the Merger (being such date and at such time as the certificate of merger in respect of the Merger was duly filed with the Secretary of State of the State of Delaware in accordance with the DGCL) (the "Effective Time"), pursuant to the Merger Agreement, each stock option ("Option") outstanding as of immediately prior to the Effective Time, whether vested or unvested, was cancelled and converted into the right to receive cash, without interest, equal to the product of (a) the total number of Shares subject to such Option immediately prior to the Effective Time, multiplied by (b) the excess of the Merger Consideration (the right to receive $8.60 per Share, in cash, without interest, subject to any applicable withholding of taxes (the "Merger Consideration")) over the exercise price payable per Share under such Option. Any Options with an exercise price equal to or in excess of the Merger Consideration were cancelled for no consideration.

Remarks:

The foregoing descriptions in the footnotes to this Form 4 are qualified in their entirety by reference to the terms of the Merger Agreement. In the event of any conflict between the descriptions above and the terms set forth in the Merger Agreement, the terms set forth in the Merger Agreement shall control.