FORM 4
[X] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Kalb Michael Wayne		 2. Issuer Name and Ticker or Trading Symbol

CinCor Pharma, Inc. [ CINC ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
EVP & Chief Financial Officer
(Last)          (First)          (Middle)

C/O CINCOR PHARMA, INC, 230 THIRD AVENUE, 6TH FLOOR		 3. Date of Earliest Transaction (MM/DD/YYYY)

2/24/2023
(Street)

WALTHAM, MA 02451
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
 6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 2/24/2023  D(1)  202437 (2)D (2)0 D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)		2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)		8. Price of Derivative Security
(Instr. 5)		9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Option (Right to Buy) $30.07 2/24/2023  D     77615   (3)11/3/2032 Common Stock 77615  (3)0 D  
Explanation of Responses:
(1) Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of January 8, 2023, by and among CinCor Pharma, Inc. (the "Issuer"), AstraZeneca Finance and Holdings Inc. ("Parent") and Cinnamon Acquisition, Inc., a wholly owned subsidiary of Parent ("Purchaser"), on February 24, 2023, 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").
(2) This line item represents restricted stock units ("RSUs") held by the Reporting Person at the effective time of the Merger, pursuant to the Merger Agreement, except as otherwise set forth in the Merger Agreement, each outstanding RSU was accelerated and became fully vested and was cancelled and automatically converted into the right to receive, without interest, (i) cash in an amount equal to (a) the total number of Shares issuable in settlement of such RSU immediately prior to the effective time of the Merger multiplied by (b) $26.00 per share (the "Cash Amount"), and (ii) one contingent value right ("CVR") per Share issuable in settlement of such RSU, representing the right to receive a contingent payment of $10.00 per share (the "Milestone Payment"), in cash, upon the achievement of a specified milestone by December 31, 2033.
(3) At the effective time of the Merger, pursuant to the Merger Agreement, each outstanding option with an exercise price equal to or greater than the Cash Amount was accelerated and became fully vested and exercisable and automatically converted into the right to receive, upon the occurrence of the Milestone Payment Date (as defined in the CVR Agreement), an amount in cash equal to the product of (a) the total number of Shares subject to such option immediately prior to the effective time of the merger multiplied by (b) the amount, if any, by which (1) the Cash Amount plus the Milestone Payment exceeds (2) the exercise price payable per Share under such option.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Kalb Michael Wayne
C/O CINCOR PHARMA, INC
230 THIRD AVENUE, 6TH FLOOR
WALTHAM, MA 02451

EVP & Chief Financial Officer
Signatures
/s/ Amanda Gonzalez Burton, Attorney-in-Fact2/24/2023
**Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
*If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note:File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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