Statement of Changes in Beneficial Ownership (4)
January 26 2021 - 5:20PM
Edgar (US Regulatory)
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
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1. Name and Address of Reporting Person
*
Abeliovich Asa |
2. Issuer Name and Ticker or Trading Symbol
Prevail Therapeutics Inc.
[
PRVL
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President & CEO |
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(Last)
(First)
(Middle)
C/O PREVAIL THERAPEUTICS INC., 430 EAST 29TH STREET, SUITE 1520 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
1/22/2021 |
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(Street)
NEW YORK, NY 10016
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Stock | 1/22/2021 | | U | | 2385756 | D | (1) | 0 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. 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 Date | 7. 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) |
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
| Stock Option (Right to Buy) | $0.18 | 1/22/2021 | | D | | | 1329219 | (2) | (2) | Common Stock | 1329219 | $0.00 | 0 | D | |
| Stock Option (Right to Buy) | $10.26 | 1/22/2021 | | D | | | 178681 | (2) | (2) | Common Stock | 178681 | $0.00 | 0 | D | |
| Stock Option (Right to Buy) | $16.91 | 1/22/2021 | | D | | | 250000 | (2) | (2) | Common Stock | 250000 | $0.00 | 0 | D | |
| Explanation of Responses: |
| (1) | Pursuant to the terms of the Merger Agreement, these shares were tendered and disposed of at the Acceptance Time in exchange for the right to receive (i) $22.50 per share of common stock, net to the seller in cash, without interest (the "Closing Amount"), plus (ii) one contingent value right per share (a "CVR"), which shall represent the right to receive certain consideration based on the achievement of net sales milestones. |
| (2) | Pursuant to the Merger Agreement, as of immediately prior to the Effective Time, each option to purchase shares of the Issuer's common stock, whether or not vested, was automatically cancelled, by virtue of the Merger and without any action on the part of the Reporting Person, and the Reporting Person was entitled to receive (A) an amount of cash (less applicable tax withholdings) equal to the product of (i) the excess, if any, of the Closing Amount over the applicable exercise price per share underlying such stock option multiplied by (ii) the total number of shares subject to such stock option, and (B) one CVR for each share subject to such stock option immediately prior to the Effective Time (without regard to vesting). |
Remarks:
Capitalized terms used herein without definition have the meanings ascribed to them in the Agreement and Plan of Merger, dated as of December 24, 2020, by and among the Issuer, Eli Lilly and Company and Tyto Acquisition Corporation (the "Merger Agreement"). |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Abeliovich Asa
C/O PREVAIL THERAPEUTICS INC.
430 EAST 29TH STREET, SUITE 1520
NEW YORK, NY 10016 | X |
| President & CEO |
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Signatures
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| /s/ Brett Kaplan, Attorney-in-Fact | | 1/26/2021 |
| **Signature of Reporting Person | Date |
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