Statement of Changes in Beneficial Ownership (4)
25 January 2020 - 10:34AM
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
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Powell Andrew Kenneth William |
2. Issuer Name and Ticker or Trading Symbol
Synthorx, Inc.
[
THOR
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O SYNTHORX, INC., 11099 N. TORREY PINES ROAD, SUITE 190 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
1/23/2020 |
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(Street)
LA JOLLA, CA 92037
(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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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) | $14.00 | 1/23/2020 | | D | | | 27015 | (1) | 12/18/2028 | Common Stock | 27015 | $54.00 | 0 | D | |
| Stock Option (right to buy) | $12.40 | 1/23/2020 | | D | | | 6389 | (2) | 6/6/2029 | Common Stock | 6389 | $55.60 | 0 | D | |
| Explanation of Responses: |
| (1) | This option, which provided for vesting of the shares in equal monthly installments over a three year period such that the option would be fully vested on December 19, 2021, was cancelled in connection with the merger of the Issuer with Sanofi's wholly owned subsidiary in exchange for a cash payment of $1,458,810.00, representing the difference between the exercise price of the option and the market value of the underlying common stock of the Issuer on the effective date of the merger ($68). |
| (2) | This option, which provided for vesting of the shares in equal monthly installments over the 12 months following June 7, 2019, such that the option would be fully vested on the date of the Issuer's next annual stockholder meeting, was cancelled in connection with the merger of the Issuer with Sanofi's wholly owned subsidiary in exchange for a cash payment of $355,228.40, representing the difference between the exercise price of the option and the market value of the underlying common stock of the Issuer on the effective date of the merger ($68). |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Powell Andrew Kenneth William
C/O SYNTHORX, INC.
11099 N. TORREY PINES ROAD, SUITE 190
LA JOLLA, CA 92037 | X |
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Signatures
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| /s/ Christian V. Kuhlen, Attorney-in-Fact | | 1/24/2020 |
| **Signature of Reporting Person | Date |
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