Form 4: HilleVax Director Reports Post-Merger Share Disposition
Insider Transaction Report
HilleVax Director Aditya Kohli reports disposition of shares and restricted stock units following the company's merger with XOMA Royalty Corporation.
Summary
- HilleVax, Inc. completed a merger with XOMA Royalty Corporation (Parent) and XRA 4 Corp. (Merger Sub), effective September 17, 2025.
- The merger followed a tender offer where Purchasers acquired all outstanding Common Stock of HilleVax.
- Shareholders received $1.95 in cash per share, plus one contingent value right (CVR) representing the right to receive certain contingent cash payments.
- Immediately prior to the merger's effective time, all outstanding restricted stock units (RSUs) vested fully and were canceled.
- RSU holders received cash equal to $1.95 multiplied by the number of shares underlying the RSU, plus one CVR for each underlying share.
- Aditya Kohli, a Director, reported a disposition of 698,171 shares of Common Stock on September 17, 2025, resulting in 0 shares beneficially owned following the transaction.
Sentiment
Score: 5
Explanation: The filing is a factual report of a director's share disposition following a completed merger, providing no inherent positive or negative sentiment regarding company performance or future prospects.
Future Outlook
NA
Industry Context
NA
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Change in Corporate Control | HilleVax, Inc. merged with XRA 4 Corp., a wholly-owned subsidiary of XOMA Royalty Corporation, becoming a wholly-owned subsidiary itself. This fundamentally alters its governance from a publicly traded entity to a private subsidiary. | September 17, 2025 | The company is no longer publicly traded, and its governance is now subject to its new parent company, XOMA Royalty Corporation. |
Stakeholder Impact
- Shareholders: Received $1.95 cash per share and one CVR per share as consideration for their holdings.
- Employees (with RSUs): Restricted stock units vested immediately prior to the merger and were converted into cash and CVRs.
Key Dates
| Date | Description |
|---|---|
| August 4, 2025 | Date of Agreement and Plan of Merger |
| September 17, 2025 | Effective date of the merger and transaction date for share disposition |
Keywords
HilleVax, HLVX, XOMA Royalty Corporation, merger, tender offer, contingent value right, CVR, Form 4, insider transaction, Aditya Kohli, restricted stock units, RSU
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