Sec Form 4 Filing - HEALY JAMES @ CinCor Pharma, Inc. - 2022-11-28

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 HEALY JAMES 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 X __ 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) 11/28/2022 (Street) WALTHAM, MA02451 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 11/28/2022 S 6,000 D $ 14.32 ( 1 ) 0 I By Sofinnova Synergy Master Fund, LP ( 2 ) Common Stock 02/24/2023 U 9,803 ( 3 ) ( 4 ) D 19,608 D Common Stock 02/24/2023 D 19,608 ( 5 ) D 0 D Common Stock 02/24/2023 U 6,073,949 ( 3 ) ( 4 ) D 0 I By Sofinnova Venture Partners X, L.P. ( 6 )

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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other HEALY JAMES C/O CINCOR PHARMA, INC 230 THIRD AVENUE, 6TH FLOOR WALTHAM, MA02451 X X Katabi Maha C/O SOFINNOVA INVESTMENTS, INC. 3000 SAND HILL ROAD, BLDG. 4, SUITE 250 MENLO PARK, CA94025 X Sofinnova Management X, L.P. C/O SOFINNOVA INVESTMENTS, INC. 3000 SAND HILL ROAD, BLDG. 4, SUITE 250 MENLO PARK, CA94025 X Sofinnova Management X-A, L.L.C. C/O SOFINNOVA INVESTMENTS, INC. 3000 SAND HILL ROAD, BLDG. 4, SUITE 250 MENLO PARK, CA94025 X Sofinnova Venture Partners X, L.P. C/O SOFINNOVA INVESTMENTS, INC. 3000 SAND HILL ROAD, BLDG. 4, SUITE 250 MENLO PARK, CA94025 X Signatures /s/ Amanda Gonzalez Burton, Attorney-in-Fact 02/27/2023 Signature of Reporting Person Date Maha Katabi, By /s/ Nathalie Auber, Attorney-in-Fact 02/27/2023 Signature of Reporting Person Date /s/ Sofinnova Venture Managment X, L.P., By /s/ Nathalie Auber, Attorney-in-Fact 02/27/2023 Signature of Reporting Person Date Sofinnova Management X-A, L.L.C., By /s/ Nathalie Auber, Attorney-in-Fact 02/27/2023 Signature of Reporting Person Date Sofinnova Venture Partners X, L.P., By /s/ Nathalie Auber, Attorney-in-Fact 02/27/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $14.30 to $14.35 inclusive. Dr. Healy undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. ( 2 )The shares are directly held by Sofinnova Synergy Master Fund, LP (the "Synergy Fund"). Sofinnova Synergy Fund GP, LLC (the "Synergy Fund GP"), the general partner of the Syngery Fund, may be deemed to have sole voting and dispositive power over such shares. Dr. Healy is a managing member of the Synergy Fund GP and may be deemed to share voting and dispositive power over the shares held by the Synergy Fund. Dr. Healy disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein. ( 3 )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"). At the effective time of the Merger, each issued and outstanding Share was cancelled in exchange for (i) $26.00 per Share in cash (the "Cash Amount"), plus (ii) one contingent value right (each, a "CVR") per Share representing the right to receive a contingent payment of $10.00 per share, [continues to footnote (4)] ( 4 )[continues from footnote (3)] in cash, upon the achievement of a specified milestone by December 31, 2033 (the Cash Amount plus one CVR, collectively, the "Offer Price"), in each case, without interest, subject to any applicable withholding taxes. Pursuant to the terms of the Merger Agreement, the Shares were tendered and disposed of at the Offer Acceptance Time (as defined in the Merger Agreement) in exchange for the right to receive the Offer Price. ( 5 )This line item represents Shares of common stock held by the Dr. Healy that were acquired pursuant to the exercise of an early-exercise option and remain subject to a right of repurchase by the Issuer. At the effective time of the Merger, pursuant to the Merger Agreement, except as otherwise set forth in the Merger Agreement, each Share issued upon early exercise of an option that is subject to vesting, repurchase or other lapse restrictions was accelerated and became fully vested and was cancelled and automatically converted into the right to receive, without interest, the Offer Price. ( 6 )The shares are directly held by Sofinnova Venture Partners X, L.P. ("SVP X"). Sofinnova Management X, L.P. ("SM X LP") is the general partner of SVP X and may be deemed to have sole voting and dispositive power over the shares held by SVP X. Sofinnova Management X-A, L.L.C. ("SM X LLC") is the general partner of SVP X LP and may be deemed to have sole voting and dispositive power over the shares held by SVP X. Dr. Healy and Dr. Katabi are the managing member of SM X LLC and may be deemed to have shared voting and dispositive power over the shares held by SVP X. Each of Dr. Healy and Dr. Katabi disclaims beneficial ownership of such shares, except to the extent of his or her pecuniary interest therein.

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).

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