InsiderTrades

Form 4 for STLN Starling Oncology, Inc.

Accepted 2022-10-07 00:00:00 ET · period of report 2022-10-05 · accession 0001628280-22-026163 · SEC index · Original document

Summary rows

Aggregated the way they appear in lists: one row per insider, transaction code and security table.

X Filed Traded Ticker Insider Title Type Price Qty Owned ΔOwn Value
DI 2022-10-07 2022-10-05 STLN BARASCH RICHARD A Dir J - Other $0.00 +8 8 New $0
D 2022-10-07 2022-10-05 STLN BARASCH RICHARD A Dir J - Other $0.00 +1 142.0K +0.0% $0
DMI 2022-10-07 2022-10-05 STLN BARASCH RICHARD A Dir J - Other — +7,098 6,204 New —
DM 2022-10-07 2022-10-05 STLN BARASCH RICHARD A Dir J - Other — +623.4K 548.5K New —

Purchase Sale Sale after option exercise All abbreviations

Every reported transaction

#TableSecurityDateCodeA/DSharesPriceOwned afterOwnExercise / expiryUnderlyingFootnotes
1 Common Common stock 2022-10-05 J A 8 $0.00 8 I — — (F1) Represents securities received in distributions to LLC members, on a pro rata basis for no consideration, in exempt transactions under Rule 16a-9.
2 Common Common stock 2022-10-05 J A 1 $0.00 142,019 D By Family Trust — — (F1) Represents securities received in distributions to LLC members, on a pro rata basis for no consideration, in exempt transactions under Rule 16a-9. (F2) Securities held by the Helen Barasch Family Trust #1 (the "Trust"), of which the reporting person is the investment manager and has voting and dispositive power over the securities held by the Trust, but disclaims beneficial ownership of these shares except to any pecuniary interest therein.
3 Derivative Earnout rights (Series A Common Stock Equiv Conv Preferred) 2022-10-05 J A 894 — 894 I — · — to — 89,400 Common stock (F4) Represents shares of Common Equivalent Preferred Stock held in escrow, (i) 50% of which shall be released from escrow in the event the issuer's stock price equals or exceeds $12.50 per share for 20 days within any 30 consecutive trading days during the two-year period ending on November 12, 2023, and (ii) the remainder of which shall be released from escrow in the event the issuer's stock price equals or exceeds $15.00 per share for any 20 trading days within any 30-day trading period during the three-year period ending November 12, 2024. Notwithstanding the forgoing, all shares shall be released from escrow in the event of a qualifying change of control. (F1) Represents securities received in distributions to LLC members, on a pro rata basis for no consideration, in exempt transactions under Rule 16a-9.
4 Derivative Earnout rights (Series A Common Stock Equiv Conv Preferred) 2022-10-05 J A 230 — 230 D By Family Trust — · — to — 23,000 Common stock (F4) Represents shares of Common Equivalent Preferred Stock held in escrow, (i) 50% of which shall be released from escrow in the event the issuer's stock price equals or exceeds $12.50 per share for 20 days within any 30 consecutive trading days during the two-year period ending on November 12, 2023, and (ii) the remainder of which shall be released from escrow in the event the issuer's stock price equals or exceeds $15.00 per share for any 20 trading days within any 30-day trading period during the three-year period ending November 12, 2024. Notwithstanding the forgoing, all shares shall be released from escrow in the event of a qualifying change of control. (F1) Represents securities received in distributions to LLC members, on a pro rata basis for no consideration, in exempt transactions under Rule 16a-9. (F2) Securities held by the Helen Barasch Family Trust #1 (the "Trust"), of which the reporting person is the investment manager and has voting and dispositive power over the securities held by the Trust, but disclaims beneficial ownership of these shares except to any pecuniary interest therein.
5 Derivative Series A Common Stock Equivalent Convertible Preferred Stock 2022-10-05 J A 1,595 — 1,595 D By Family Trust — · — to — 159,500 Common stock (F3) Each share of Series A Common Stock Equivalent Convertible Preferred Stock ("Common Equivalent Preferred Stock") is convertible into 100 shares of common stock (subject to adjustment) at any time and from time to time at the election of the holder thereof. The Common Equivalent Preferred Stock has no expiration date. The terms of the Common Equivalent Preferred Stock restrict the conversion of such shares to the extent that, upon such conversion, the number of shares of Class A Common Stock then beneficially owned by the holder and its affiliates and any other person or entities with which such holder would constitute a Section 13(d) "group" would exceed 4.9% of the total number of shares of Class A Common Stock then outstanding. (F1) Represents securities received in distributions to LLC members, on a pro rata basis for no consideration, in exempt transactions under Rule 16a-9. (F2) Securities held by the Helen Barasch Family Trust #1 (the "Trust"), of which the reporting person is the investment manager and has voting and dispositive power over the securities held by the Trust, but disclaims beneficial ownership of these shares except to any pecuniary interest therein.
6 Derivative Earnout rights (Private placement warrants) 2022-10-05 J A 73,024 — 73,024 D $11.50 · — to — 73,024 Common stock (F6) Represents Private Placement Warrants held in escrow, (i) 50% of which shall be released from escrow in the event the issuer's stock price equals or exceeds $12.50 per share for 20 days within any 30 consecutive trading days during the two-year period ending on November 12, 2023, and (ii) the remainder of which shall be released from escrow in the event the issuer's stock price equals or exceeds $15.00 per share for any 20 trading days within any 30-day trading period during the three-year period ending November 12, 2024. Notwithstanding the forgoing, all warrants shall be released from escrow in the event of a qualifying change of control. (F1) Represents securities received in distributions to LLC members, on a pro rata basis for no consideration, in exempt transactions under Rule 16a-9. (F5) Each whole private placement warrant (the "Private Placement Warrant") entitles the holder thereof to purchase one share of the issuer's common stock at an exercise price of $11.50 per share. The warrants are currently exercisable and will expire on November 12, 2026 or earlier upon redemption or liquidation.
7 Derivative Private Placement Warrants 2022-10-05 J A 548,503 — 548,503 D $11.50 · — to — 548,503 Common stock (F5) Each whole private placement warrant (the "Private Placement Warrant") entitles the holder thereof to purchase one share of the issuer's common stock at an exercise price of $11.50 per share. The warrants are currently exercisable and will expire on November 12, 2026 or earlier upon redemption or liquidation. (F1) Represents securities received in distributions to LLC members, on a pro rata basis for no consideration, in exempt transactions under Rule 16a-9.
8 Derivative Series A Common Stock Equivalent Convertible Preferred Stock 2022-10-05 J A 6,204 — 6,204 I — · — to — 620,400 Common stock (F3) Each share of Series A Common Stock Equivalent Convertible Preferred Stock ("Common Equivalent Preferred Stock") is convertible into 100 shares of common stock (subject to adjustment) at any time and from time to time at the election of the holder thereof. The Common Equivalent Preferred Stock has no expiration date. The terms of the Common Equivalent Preferred Stock restrict the conversion of such shares to the extent that, upon such conversion, the number of shares of Class A Common Stock then beneficially owned by the holder and its affiliates and any other person or entities with which such holder would constitute a Section 13(d) "group" would exceed 4.9% of the total number of shares of Class A Common Stock then outstanding. (F1) Represents securities received in distributions to LLC members, on a pro rata basis for no consideration, in exempt transactions under Rule 16a-9.