Sec Form 4 Filing - Allison David D. @ CinCor Pharma, Inc. - 2023-02-24

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
Allison David D.
2. Issuer Name and Ticker or Trading Symbol
CinCor Pharma, Inc. [ CINC]
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 CINCOR PHARMA, INC., 230 THIRD AVENUE, 6TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
02/24/2023
(Street)
WALTHAM, MA02451
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
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) $ 13.6 02/24/2023 D( 1 ) 29,411 ( 2 ) 12/09/2031 Common Stock 29,411 ( 2 ) 0 D
Stock Option (Right to Buy) $ 19.55 02/24/2023 D( 1 ) 1,038 ( 2 ) 04/07/2032 Common Stock 1,038 ( 2 ) 0 D
Stock Option (Right to Buy) $ 20.2 02/24/2023 D( 1 ) 881 ( 2 ) 07/07/2032 Common Stock 881 ( 2 ) 0 D
Stock Option (Right to Buy) $ 33.49 02/24/2023 D( 1 ) 524 ( 3 ) 10/06/2032 Common Stock 524 ( 3 ) 0 D
Stock Option (Right to Buy) $ 11.78 02/24/2023 D( 1 ) 1,499 ( 2 ) 01/05/2033 Common Stock 1,499 ( 2 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Allison David D.
C/O CINCOR PHARMA, INC.
230 THIRD AVENUE, 6TH FLOOR
WALTHAM, MA02451
X
Signatures
/s/ Amanda Gonzalez Burton, Attorney-in-Fact 02/24/2023
Signature of Reporting Person Date
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 )At the effective time of the Merger, pursuant to the Merger Agreement, each outstanding option with an exercise price less than $26.00 per share (the "Cash Amount") was accelerated and became fully vested and exercisable and was cancelled and automatically converted into the right to receive, without interest, (i) cash in an amount equal to the product of (1) the total number of Shares subject to such option as of immediately prior to the effective time of the merger multiplied by (2) the excess of the Cash Amount over the exercise price payable per Share under such option, and (ii) one contingent value right ("CVR") per Share subject to such option, 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.

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