Prometheus Biosciences Form 4 / Mark C. McKenna 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^*

McKenna Mark C.

(Last)

(First)

(Middle)

C/O PROMETHEUS BIOSCIENCES, INC.

3050 SCIENCE PARK ROAD

(Street)

SAN DIEGO

92121

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Prometheus Biosciences, Inc. [ RXDX ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chairman, President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
06/16/2023

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	06/16/2023		D		178,098⁽¹⁾	D	⁽²⁾⁽³⁾	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)
Stock Option (right to buy)	$2.9	06/16/2023		D			161,105	⁽²⁾⁽³⁾	11/06/2029	Common Stock	161,105	⁽²⁾⁽³⁾	0	D
Stock Option (right to buy)	$1.7	06/16/2023		D			132,741	⁽²⁾⁽³⁾	05/04/2030	Common Stock	132,741	⁽²⁾⁽³⁾	0	D
Stock Option (right to buy)	$3.1	06/16/2023		D			20,000	⁽²⁾⁽³⁾	08/11/2030	Common Stock	20,000	⁽²⁾⁽³⁾	0	D
Stock Option (right to buy)	$3.7	06/16/2023		D			481,725	⁽²⁾⁽³⁾	12/17/2030	Common Stock	481,725	⁽²⁾⁽³⁾	0	D
Stock Option (right to buy)	$6.7	06/16/2023		D			566,307	⁽²⁾⁽³⁾	02/03/2031	Common Stock	566,307	⁽²⁾⁽³⁾	0	D
Stock Option (right to buy)	$36.32	06/16/2023		D			290,000	⁽²⁾⁽³⁾	11/13/2031	Common Stock	290,000	⁽²⁾⁽³⁾	0	D
Stock Option (right to buy)	$29.56	06/16/2023		D			246,639	⁽²⁾⁽³⁾	05/19/2032	Common Stock	246,639	⁽²⁾⁽³⁾	0	D
Stock Option (right to buy)	$110.2	06/16/2023		D			128,930	⁽²⁾⁽³⁾	12/08/2032	Common Stock	128,930	⁽²⁾⁽³⁾	0	D

Explanation of Responses:

1. Includes 37,113 restricted stock units.

2. Pursuant to the Agreement and Plan of Merger, dated April 15, 2023, by and among the Issuer, Merck & Co., Inc. ("Merck") and Splash Merger Sub, Inc., the Issuer became a wholly owned subsidiary of Merck upon consummation of the merger (the "Effective Time"). At the Effective Time, (a) each of the Issuer's outstanding shares of common stock was cancelled and automatically converted into the right to receive $200 in cash (the "Merger Consideration"), without interest,.. (Continued in Footnote 3)

3. (Continued from Footnote 2) ...(b) each of the Issuer's outstanding restricted stock units ("RSUs") was automatically cancelled and converted into the right to receive an amount in cash equal to the product of (i) the number of shares of the Issuer's common stock underlying such RSU immediately prior to the Effective Time multiplied by (ii) the Merger Consideration, without interest and (c) each of the Issuer's outstanding unexercised stock options, whether vested or unvested, was automatically cancelled and converted into the right to receive an amount in cash, without interest, equal to the product of (i) the number of shares of the Issuer's common stock underlying such option immediately prior to the Effective Time multiplied by (ii) the amount, if any, by which the Merger Consideration exceeded the exercise price per share of such option.

Remarks:

	/s/ Mark C. McKenna	06/16/2023
	** Signature of Reporting Person	Date
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* 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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Prometheus Biosciences (RXDX) Form 4Prometheus Biosciences / Mark C. McKenna ownership change