Sec Form 4 Filing - Koenig Scott @ APPLIED GENETIC TECHNOLOGIES CORP - 2022-11-30

Insider filing report for Changes in Beneficial Ownership
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FORM 4
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
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Koenig Scott
2. Issuer Name and Ticker or Trading Symbol
APPLIED GENETIC TECHNOLOGIES CORP [ AGTC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O APPLIED GENETIC TECHNOLOGIES CORP., 14193 NW 119TH TERRACE, SUITE #10
3. Date of Earliest Transaction (MM/DD/YY)
11/30/2022
(Street)
ALACHUA, FL32615
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction 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 11/30/2022 U 34,246( 1 ) D 0 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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) $ 4.9 11/30/2022 D 14,285 ( 2 ) 09/18/2023 Common Stock 14,285 ( 2 ) 0 D
Stock Option (Right to Buy) $ 12 11/30/2022 D 9,375 ( 2 ) 03/26/2024 Common Stock 9,375 ( 2 ) 0 D
Stock Option (Right to Buy) $ 20.83 11/30/2022 D 4,688 ( 2 ) 12/29/2024 Common Stock 4,688 ( 2 ) 0 D
Stock Option (Right to Buy) $ 16.06 11/30/2022 D 6,200 ( 2 ) 11/19/2025 Common Stock 6,200 ( 2 ) 0 D
Stock Option (Right to Buy) $ 7.75 11/30/2022 D 8,000 ( 2 ) 02/28/2027 Common Stock 8,000 ( 2 ) 0 D
Stock Option (Right to Buy) $ 4.25 11/30/2022 D 10,000 ( 2 ) 07/25/2028 Common Stock 10,000 ( 2 ) 0 D
Stock Option (Right to Buy) $ 6.9 11/30/2022 D 10,000 ( 2 ) 11/15/2028 Common Stock 10,000 ( 2 ) 0 D
Stock Option (Right to Buy) $ 3.02 11/30/2022 D 10,000 ( 2 ) 12/04/2029 Common Stock 10,000 ( 2 ) 0 D
Stock Option (Right to Buy) $ 4.72 11/30/2022 D 12,000 ( 2 ) 12/16/2030 Common Stock 12,000 ( 2 ) 0 D
Stock Option (Right to Buy) $ 2.17 11/30/2022 D 14,000 ( 2 ) 11/30/2031 Common Stock 14,000 ( 2 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Koenig Scott
C/O APPLIED GENETIC TECHNOLOGIES CORP.
14193 NW 119TH TERRACE, SUITE #10
ALACHUA, FL32615
X
Signatures
/s/ Hemmie Chang, Attorney-in-fact 12/01/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )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.
( 2 )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").

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