| 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 |
| |||||||||||||||
| 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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Synthorx, Inc. [ THOR ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| ||||||||||||||||||||||||
| 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)
| |||||||||||||||||||||||||
| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 01/08/2020 | G | 80,706 | D | $0.00 | 215,595 | D | |||
| Common Stock | 01/23/2020 | U | 220,595(1) | D | $68 | 0 | D | |||
| Common Stock | 01/23/2020 | U | 25,000 | D | $68 | 0 | I | By Laura K. Shawver Trust DTD 3/20/2000 | ||
| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Employee Stock Option (right to buy) | $0.93 | 01/23/2020 | D | 293,177 | (2) | 05/16/2028 | Common Stock | 293,177 | $67.07 | 0 | D | ||||
| Employee Stock Option (right to buy) | $0.63 | 01/23/2020 | D | 172,264 | (3) | 12/06/2027 | Common Stock | 172,264 | $67.37 | 0 | D | ||||
| Employee Stock Option (right to buy) | $11 | 01/23/2020 | D | 385,185 | (4) | 12/05/2028 | Common Stock | 385,185 | $57 | 0 | D | ||||
| Explanation of Responses: |
| 1. Includes 5,000 shares of Common Stock that were acquired by the Reporting Person on January 22, 2020 pursuant to the Issuer's Employee Stock Purchase Plan. |
| 2. This option, which provided for vesting of 27,695 shares on April 12, 2019, with the remaining 363,944 shares 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 $19,663,381.39, 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 25% of the shares one year after November 27, 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 $11,605,425.68, 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). |
| 4. This option, which provided for vesting of 33.333% of the shares on December 18, 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 $21,955,545.00, 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. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
