Synthorx Form 4 / Marcos Milla ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Milla Marcos

(Last)

(First)

(Middle)

C/O SYNTHORX, INC.

11099 N. TORREY PINES ROAD, SUITE 190

(Street)

LA JOLLA

92037

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Synthorx, Inc. [ THOR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Scientific Officer

3. Date of Earliest Transaction (Month/Day/Year)
01/23/2020

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	01/23/2020		U		63,989	D	$68	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (right to buy)	$0.63	01/23/2020		D			89,237	⁽¹⁾	07/31/2027	Common Stock	89,237	$67.37	0	D
Employee Stock Option (right to buy)	$0.93	01/23/2020		D			227,806	⁽²⁾	05/16/2028	Common Stock	227,806	$67.07	0	D
Employee Stock Option (right to buy)	$11	01/23/2020		D			125,000	⁽³⁾	12/05/2028	Common Stock	125,000	$57	0	D

Explanation of Responses:

1. This option, which provided for vesting of 25% of the shares one year after August 1, 2017, with the balance vesting in equal monthly installments thereafter over the next 36 months, was cancelled in connection with the merger of the Issuer with Sanofi's wholly owned subsidiary in exchange for a cash payment of $6,011,896.69, 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 25% of the shares one year after April 12, 2018, with the balance vesting in equal monthly installments thereafter over the next 36 months, was cancelled in connection with the merger of the Issuer with Sanofi's wholly owned subsidiary in exchange for a cash payment of $15,278,948.42, 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).

3. This option, which provided for vesting of 33.333% of the shares on December 17, 2019, with 66.667% of the shares subject to the option vesting upon certification by the Compensation Committee of the Board of Directors of the Issuer that the Issuer has received the first approval for commercial sale by a regulatory authority of any product candidate of the Issuer in any territory in the world, was cancelled in connection with the merger of the Issuer with Sanofi's wholly owned subsidiary in exchange for a cash payment of $7,125,000.00, 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).

Remarks:

	/s/ Christian V. Kuhlen, Attorney-in-Fact	01/24/2020
	** Signature of Reporting Person	Date
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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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Synthorx Form 4Synthorx / Marcos Milla ownership change