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Filing Details

Accession Number:: 0000899243-21-002923
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2021-01-22 16:26:04
Reporting Period:: 2021-01-22

Accepted Time:: 2021-01-22 16:26:04
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1714798	Prevail Therapeutics Inc.	PRVL	Pharmaceutical Preparations (2834)	IN

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
59478	Eli Lilly & Co	Lilly Corporate Center Indianapolis IN 46285		No	No	Yes	No
1836675	Tyto Acquisition Corp	Lilly Corporate Center Indianapolis IN 46285		No	No	Yes	No

Reported Non-Derivative Transactions

Show Other Fields >>

Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2021-01-22	34,284,789	$22.50	100	No	4	P	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Direct

Footnotes

Eli Lilly and Company ("Lilly") and its wholly-owned subsidiary, Tyto Acquisition Corporation ("Purchaser"), entered into an Agreement and Plan of Merger, dated as of December 14, 2020 (the "Merger Agreement"), with Prevail Therapeutics Inc. (the "Issuer"), pursuant to which Purchaser commenced a cash tender offer (as amended from time to time in accordance with the terms of the Merger Agreement, the "Offer") to purchase all the outstanding shares of common stock, par value $0.0001 per share, of the Issuer ("Issuer Common Stock"), at a price per share of Issuer Common Stock of (a) $22.50 per Share, net to the seller in cash, without interest and less any applicable tax withholding, plus (b) one non-tradable contingent value right (a "CVR"),
(continued from footnote 1) which CVR represents the contractual right to receive a contingent payment of up to $4.00 per share, net to the seller in cash, without interest, which amount (or such lesser amount as determined in accordance with the terms and conditions of such contingent value right) will become payable, if at all, if a specified milestone is achieved prior to December 1, 2028, on the terms and subject to the conditions set forth in the Merger Agreement.
As of one minute after 11:59 PM, Eastern time, on January 21, 2021, when the Offer expired, approximately 27,374,689 Shares were validly tendered and not validly withdrawn in accordance with the terms of the Offer. On January 22, 2021, Purchaser accepted for payment, and expects to as soon as practicable pay for, all Shares validly tendered and not validly withdrawn prior to the expiration of the Offer. Pursuant to the Merger Agreement, on January 22, 2021, Purchaser merged with and into the Issuer pursuant to Section 251(h) of the General Corporation Law of the State of Delaware and without any stockholder vote, with Issuer surviving as a wholly-owned subsidiary of Lilly (the "Merger").
At the effective time of the Merger (the "Effective Time"), and as a result of the Merger, all outstanding shares of capital stock of Purchaser issued and outstanding immediately prior to the Effective Time were converted into an aggregate of 100 shares of newly and validly issued, fully paid and non-assessable shares of common stock of Issuer, as the surviving corporation. Consequently, following the consummation of the Merger on January 22, 2021, Lilly became the owner of 100 shares of common stock of Issuer, representing the only outstanding capital of Issuer.