DRACHMAN JONATHAN G

SEC source: 0000950170-24-029434 · ownership.xml · derivative · entry 5

DRACHMAN JONATHAN G · CIK 0001588467 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 2,300 shares

Expires not disclosed

F2 · kind: This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of January 7, 2024, by and among the Issuer, Merck Sharp & Dohme LLC, a New Jersey limited liability company ("Parent"), and Hawaii Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), pursuant to which Merger Sub merged with and into the Issuer on March 11, 2024, with the Issuer surviving the merger as a wholly owned subsidiary of Parent (the "Merger").

F6 · price: Pursuant to the terms of the Merger Agreement, immediately prior to the Effective Time, each outstanding option to purchase shares of Common Stock granted under an Issuer equity plan (each, a "Stock Option"), to the extent unvested, became fully vested and exercisable effective immediately prior to, and contingent upon, the Effective Time. Pursuant to the terms of the Merger Agreement, at the Effective Time, (i) each Stock Option that was outstanding and unexercised immediately prior to the Effective Time and that had a per share exercise price that is less than the Common Stock Merger Consideration (each, an "In the Money Option")

F7 · price: (Continued from footnote 6) was cancelled in exchange for the right to receive an amount in cash (without interest and subject to any applicable withholding or other taxes) equal to the product of (1) the total number of shares of Common Stock subject to such Stock Option immediately prior to the Effective Time and (2) the excess of the Common Stock Merger Consideration over the per share exercise price payable for such Stock Option immediately prior to the Effective Time and (ii) each Stock Option other than an In the Money Option then outstanding and unexercised was cancelled with no consideration payable in respect thereof.

F6 · derivative.exercise_date: Pursuant to the terms of the Merger Agreement, immediately prior to the Effective Time, each outstanding option to purchase shares of Common Stock granted under an Issuer equity plan (each, a "Stock Option"), to the extent unvested, became fully vested and exercisable effective immediately prior to, and contingent upon, the Effective Time. Pursuant to the terms of the Merger Agreement, at the Effective Time, (i) each Stock Option that was outstanding and unexercised immediately prior to the Effective Time and that had a per share exercise price that is less than the Common Stock Merger Consideration (each, an "In the Money Option")

F7 · derivative.exercise_date: (Continued from footnote 6) was cancelled in exchange for the right to receive an amount in cash (without interest and subject to any applicable withholding or other taxes) equal to the product of (1) the total number of shares of Common Stock subject to such Stock Option immediately prior to the Effective Time and (2) the excess of the Common Stock Merger Consideration over the per share exercise price payable for such Stock Option immediately prior to the Effective Time and (ii) each Stock Option other than an In the Money Option then outstanding and unexercised was cancelled with no consideration payable in respect thereof.

F6 · derivative.expiration_date: Pursuant to the terms of the Merger Agreement, immediately prior to the Effective Time, each outstanding option to purchase shares of Common Stock granted under an Issuer equity plan (each, a "Stock Option"), to the extent unvested, became fully vested and exercisable effective immediately prior to, and contingent upon, the Effective Time. Pursuant to the terms of the Merger Agreement, at the Effective Time, (i) each Stock Option that was outstanding and unexercised immediately prior to the Effective Time and that had a per share exercise price that is less than the Common Stock Merger Consideration (each, an "In the Money Option")

F7 · derivative.expiration_date: (Continued from footnote 6) was cancelled in exchange for the right to receive an amount in cash (without interest and subject to any applicable withholding or other taxes) equal to the product of (1) the total number of shares of Common Stock subject to such Stock Option immediately prior to the Effective Time and (2) the excess of the Common Stock Merger Consideration over the per share exercise price payable for such Stock Option immediately prior to the Effective Time and (ii) each Stock Option other than an In the Money Option then outstanding and unexercised was cancelled with no consideration payable in respect thereof.

SEC source: 0000950170-24-029434 · ownership.xml · derivative · entry 4

DRACHMAN JONATHAN G · CIK 0001588467 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 1,016 shares

Expires not disclosed

F2 · kind: This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of January 7, 2024, by and among the Issuer, Merck Sharp & Dohme LLC, a New Jersey limited liability company ("Parent"), and Hawaii Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), pursuant to which Merger Sub merged with and into the Issuer on March 11, 2024, with the Issuer surviving the merger as a wholly owned subsidiary of Parent (the "Merger").

F6 · price: Pursuant to the terms of the Merger Agreement, immediately prior to the Effective Time, each outstanding option to purchase shares of Common Stock granted under an Issuer equity plan (each, a "Stock Option"), to the extent unvested, became fully vested and exercisable effective immediately prior to, and contingent upon, the Effective Time. Pursuant to the terms of the Merger Agreement, at the Effective Time, (i) each Stock Option that was outstanding and unexercised immediately prior to the Effective Time and that had a per share exercise price that is less than the Common Stock Merger Consideration (each, an "In the Money Option")

F7 · price: (Continued from footnote 6) was cancelled in exchange for the right to receive an amount in cash (without interest and subject to any applicable withholding or other taxes) equal to the product of (1) the total number of shares of Common Stock subject to such Stock Option immediately prior to the Effective Time and (2) the excess of the Common Stock Merger Consideration over the per share exercise price payable for such Stock Option immediately prior to the Effective Time and (ii) each Stock Option other than an In the Money Option then outstanding and unexercised was cancelled with no consideration payable in respect thereof.

F6 · derivative.exercise_date: Pursuant to the terms of the Merger Agreement, immediately prior to the Effective Time, each outstanding option to purchase shares of Common Stock granted under an Issuer equity plan (each, a "Stock Option"), to the extent unvested, became fully vested and exercisable effective immediately prior to, and contingent upon, the Effective Time. Pursuant to the terms of the Merger Agreement, at the Effective Time, (i) each Stock Option that was outstanding and unexercised immediately prior to the Effective Time and that had a per share exercise price that is less than the Common Stock Merger Consideration (each, an "In the Money Option")

F7 · derivative.exercise_date: (Continued from footnote 6) was cancelled in exchange for the right to receive an amount in cash (without interest and subject to any applicable withholding or other taxes) equal to the product of (1) the total number of shares of Common Stock subject to such Stock Option immediately prior to the Effective Time and (2) the excess of the Common Stock Merger Consideration over the per share exercise price payable for such Stock Option immediately prior to the Effective Time and (ii) each Stock Option other than an In the Money Option then outstanding and unexercised was cancelled with no consideration payable in respect thereof.

F6 · derivative.expiration_date: Pursuant to the terms of the Merger Agreement, immediately prior to the Effective Time, each outstanding option to purchase shares of Common Stock granted under an Issuer equity plan (each, a "Stock Option"), to the extent unvested, became fully vested and exercisable effective immediately prior to, and contingent upon, the Effective Time. Pursuant to the terms of the Merger Agreement, at the Effective Time, (i) each Stock Option that was outstanding and unexercised immediately prior to the Effective Time and that had a per share exercise price that is less than the Common Stock Merger Consideration (each, an "In the Money Option")

F7 · derivative.expiration_date: (Continued from footnote 6) was cancelled in exchange for the right to receive an amount in cash (without interest and subject to any applicable withholding or other taxes) equal to the product of (1) the total number of shares of Common Stock subject to such Stock Option immediately prior to the Effective Time and (2) the excess of the Common Stock Merger Consideration over the per share exercise price payable for such Stock Option immediately prior to the Effective Time and (ii) each Stock Option other than an In the Money Option then outstanding and unexercised was cancelled with no consideration payable in respect thereof.

SEC source: 0000950170-24-029434 · ownership.xml · derivative · entry 3

DRACHMAN JONATHAN G · CIK 0001588467 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 5,531 shares

Expires not disclosed

F2 · kind: This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of January 7, 2024, by and among the Issuer, Merck Sharp & Dohme LLC, a New Jersey limited liability company ("Parent"), and Hawaii Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), pursuant to which Merger Sub merged with and into the Issuer on March 11, 2024, with the Issuer surviving the merger as a wholly owned subsidiary of Parent (the "Merger").

F6 · price: Pursuant to the terms of the Merger Agreement, immediately prior to the Effective Time, each outstanding option to purchase shares of Common Stock granted under an Issuer equity plan (each, a "Stock Option"), to the extent unvested, became fully vested and exercisable effective immediately prior to, and contingent upon, the Effective Time. Pursuant to the terms of the Merger Agreement, at the Effective Time, (i) each Stock Option that was outstanding and unexercised immediately prior to the Effective Time and that had a per share exercise price that is less than the Common Stock Merger Consideration (each, an "In the Money Option")

F7 · price: (Continued from footnote 6) was cancelled in exchange for the right to receive an amount in cash (without interest and subject to any applicable withholding or other taxes) equal to the product of (1) the total number of shares of Common Stock subject to such Stock Option immediately prior to the Effective Time and (2) the excess of the Common Stock Merger Consideration over the per share exercise price payable for such Stock Option immediately prior to the Effective Time and (ii) each Stock Option other than an In the Money Option then outstanding and unexercised was cancelled with no consideration payable in respect thereof.

F6 · derivative.exercise_date: Pursuant to the terms of the Merger Agreement, immediately prior to the Effective Time, each outstanding option to purchase shares of Common Stock granted under an Issuer equity plan (each, a "Stock Option"), to the extent unvested, became fully vested and exercisable effective immediately prior to, and contingent upon, the Effective Time. Pursuant to the terms of the Merger Agreement, at the Effective Time, (i) each Stock Option that was outstanding and unexercised immediately prior to the Effective Time and that had a per share exercise price that is less than the Common Stock Merger Consideration (each, an "In the Money Option")

F7 · derivative.exercise_date: (Continued from footnote 6) was cancelled in exchange for the right to receive an amount in cash (without interest and subject to any applicable withholding or other taxes) equal to the product of (1) the total number of shares of Common Stock subject to such Stock Option immediately prior to the Effective Time and (2) the excess of the Common Stock Merger Consideration over the per share exercise price payable for such Stock Option immediately prior to the Effective Time and (ii) each Stock Option other than an In the Money Option then outstanding and unexercised was cancelled with no consideration payable in respect thereof.

F6 · derivative.expiration_date: Pursuant to the terms of the Merger Agreement, immediately prior to the Effective Time, each outstanding option to purchase shares of Common Stock granted under an Issuer equity plan (each, a "Stock Option"), to the extent unvested, became fully vested and exercisable effective immediately prior to, and contingent upon, the Effective Time. Pursuant to the terms of the Merger Agreement, at the Effective Time, (i) each Stock Option that was outstanding and unexercised immediately prior to the Effective Time and that had a per share exercise price that is less than the Common Stock Merger Consideration (each, an "In the Money Option")

F7 · derivative.expiration_date: (Continued from footnote 6) was cancelled in exchange for the right to receive an amount in cash (without interest and subject to any applicable withholding or other taxes) equal to the product of (1) the total number of shares of Common Stock subject to such Stock Option immediately prior to the Effective Time and (2) the excess of the Common Stock Merger Consideration over the per share exercise price payable for such Stock Option immediately prior to the Effective Time and (ii) each Stock Option other than an In the Money Option then outstanding and unexercised was cancelled with no consideration payable in respect thereof.

SEC source: 0000950170-24-029434 · ownership.xml · nonDerivative · entry 2

DRACHMAN JONATHAN G · CIK 0001588467 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 0

F2 · kind: This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of January 7, 2024, by and among the Issuer, Merck Sharp & Dohme LLC, a New Jersey limited liability company ("Parent"), and Hawaii Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), pursuant to which Merger Sub merged with and into the Issuer on March 11, 2024, with the Issuer surviving the merger as a wholly owned subsidiary of Parent (the "Merger").

F3 · shares: Includes 5,415 RSUs.

F4 · price: Pursuant to the terms of the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each outstanding RSU was cancelled and automatically converted into the right to receive an amount in cash (without interest and subject to any applicable withholding or other taxes) equal to the product of (i) the Common Stock Merger Consideration (as defined below) payable with respect to such RSU multiplied by (ii) the total number of shares of Common Stock subject to such RSU immediately prior to the Effective Time, with the number of shares of Company Common Stock subject to any such Company RSU that vests based on the achievement of performance goals determined in accordance with the applicable award agreement.

F5 · price: Pursuant to the terms of the Merger Agreement, at the Effective Time, each outstanding share of Common Stock was cancelled and automatically converted into the right to receive $23.00 in cash, without interest (the "Common Stock Merger Consideration").

F2 · acquired: This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of January 7, 2024, by and among the Issuer, Merck Sharp & Dohme LLC, a New Jersey limited liability company ("Parent"), and Hawaii Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), pursuant to which Merger Sub merged with and into the Issuer on March 11, 2024, with the Issuer surviving the merger as a wholly owned subsidiary of Parent (the "Merger").

SEC source: 0000950170-24-029434 · ownership.xml · nonDerivative · entry 1

DRACHMAN JONATHAN G · CIK 0001588467 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 5,415

F1 · kind: Represents shares of the Issuer's common stock, par value $0.0001 per share ("Common Stock") issuable upon the settlement of restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of Common Stock. The fully vested RSUs were granted to the Reporting Person pursuant to the Issuer's Non-Employee Director Compensation Policy in lieu of prorated retainer fees totaling $9,558 for the first quarter of 2024.

SEC source: 0001209191-23-056795 · doc4.xml · nonDerivative · entry 1

DRACHMAN JONATHAN G · CIK 0001588467 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 5,000

F1 · shares: Represents shares of common stock issuable upon the settlement of restricted stock units ("RSUs"). 25% of the RSUs will vest on each May 27th and November 27th of 2024 and 2025, subject to acceleration and vesting in full upon a Change in Control (as defined in the Issuer's 2019 Equity Incentive Plan) of the Issuer, and subject to the continuing employment of the Reporting Person on each vesting date.

SEC source: 0001209191-23-039407 · doc4.xml · derivative · entry 1

DRACHMAN JONATHAN G · CIK 0001588467 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 23,000

Underlying: Common Stock · 23,000 shares

Expires 2033-06-21

F1 · derivative.exercise_date: The stock option will fully vest and become exercisable on June 21, 2024, subject to the continuous service of the Reporting Person with the Issuer on such date.

SEC source: 0001209191-22-044432 · doc4.xml · derivative · entry 1

DRACHMAN JONATHAN G · CIK 0001588467 · Director · President and CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 350,000

Underlying: Common Stock · 350,000 shares

Expires 2032-08-01

F1 · derivative.exercise_date: The option vests as to 1/4 of the total shares on August 2, 2023, and then 1/48 of the total shares will vest monthly thereafter, subject to the Reporting Person's provision of service to the Issuer on each vesting date.

SEC source: 0001209191-22-039325 · doc4.xml · derivative · entry 1

DRACHMAN JONATHAN G · CIK 0001588467 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 10,167

Underlying: Common Stock · 10,167 shares

Expires 2032-06-21

F1 · derivative.exercise_date: The stock option will fully vest and become exercisable on June 21, 2023, subject to the continuous service of the Reporting Person with the Issuer on such date.

SEC source: 0000899243-21-044150 · doc4.xml · nonDerivative · entry 1

DRACHMAN JONATHAN G · CIK 0001588467 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 200,000

F1 · price: The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $0.8502 to $0.868, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth above.

SEC source: 0001209191-22-009562 · doc5.xml · nonDerivative · entry 4

DRACHMAN JONATHAN G · CIK 0001588467 · Director · President and CEO

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnote

Disclosed balance after: 100,000

F2 · ownership.nature: These securities are held by the JGD Family Trust 2020.

SEC source: 0001209191-22-009562 · doc5.xml · nonDerivative · entry 3

DRACHMAN JONATHAN G · CIK 0001588467 · Director · President and CEO

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnote

Disclosed balance after: 100,000

F1 · ownership.nature: These securities are held by the PLD Family Trust 2020.

SEC source: 0001209191-22-009562 · doc5.xml · nonDerivative · entry 2

DRACHMAN JONATHAN G · CIK 0001588467 · Director · President and CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 2,198,686

SEC source: 0001209191-22-009562 · doc5.xml · nonDerivative · entry 1

DRACHMAN JONATHAN G · CIK 0001588467 · Director · President and CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 2,198,686

SEC source: 0001209191-21-053544 · doc4.xml · nonDerivative · entry 3

DRACHMAN JONATHAN G · CIK 0001588467 · Director · President and CEO

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnote

Disclosed balance after: 25,000

F2 · price: Represents the weighted average purchase price. The lowest price at which shares were purchased was $6.09 and the highest price at which shares were purchased was $6.60.

F4 · ownership.nature: These securities are held by a spousal limited access trust of which the Reporting Person's spouse is the primary beneficiary.

SEC source: 0001209191-21-053544 · doc4.xml · nonDerivative · entry 2

DRACHMAN JONATHAN G · CIK 0001588467 · Director · President and CEO

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnote

Disclosed balance after: 25,000

F2 · price: Represents the weighted average purchase price. The lowest price at which shares were purchased was $6.09 and the highest price at which shares were purchased was $6.60.

F3 · ownership.nature: These securities are held by a spousal limited access trust of which the Reporting Person is the primary beneficiary.

SEC source: 0001209191-21-053544 · doc4.xml · nonDerivative · entry 1

DRACHMAN JONATHAN G · CIK 0001588467 · Director · President and CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 2,348,686

F1 · price: Represents the weighted average purchase price. The lowest price at which shares were purchased was $6.1099 and the highest price at which shares were purchased was $6.1482. The Reporting Person undertakes to provide upon request to the staff of the Securities and Exchange Commission, the Issuer or its stockholders, full information regarding the total number of shares purchased at each separate price within the ranges set forth in footnotes (1) and (2) to this Form 4.

SEC source: 0001209191-21-049919 · doc4.xml · derivative · entry 1

DRACHMAN JONATHAN G · CIK 0001588467 · Director · President and CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 400,000

Underlying: Common Stock · 400,000 shares

Expires 2031-08-03

F1 · derivative.exercise_date: The option vests as to 1/4 of the total shares on August 3, 2022, and then 1/48 of the total shares will vest monthly thereafter, subject to the Reporting Person's provision of service to the Issuer on each vesting date.

SEC source: 0000899243-21-023541 · doc4.xml · derivative · entry 1

DRACHMAN JONATHAN G · CIK 0001588467 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 20,000

Underlying: Common Stock · 20,000 shares

Expires 2031-06-10

F1 · derivative.exercise_date: 1/12 of the Option vests in each monthly installment as measured from June 11, 2021, until the earlier of the Option's full vesting or the reporting person ceasing to provide continuous service to the issuer. In addition, in the event of a Change in Control or a Corporate Transaction (each as defined in the plan pursuant to which the Option was granted), any unvested portion of the Option will fully vest and become exercisable as of immediately prior to the effective time of such Change in Control or Corporate Transaction, subject to the reporting person's continuous service on the effective date of such transaction.

SEC source: 0001209191-21-038690 · doc4.xml · nonDerivative · entry 2

DRACHMAN JONATHAN G · CIK 0001588467 · Director · President and CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 2,248,686

F2 · price: Represents the weighted average purchase price. The lowest price at which shares were purchased was $9.56 and the highest price at which shares were purchased was $9.62.

SEC source: 0001209191-21-038690 · doc4.xml · nonDerivative · entry 1

DRACHMAN JONATHAN G · CIK 0001588467 · Director · President and CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 2,238,686

F1 · price: Represents the weighted average purchase price. The lowest price at which shares were purchased was $9.38 and the highest price at which shares were purchased was $9.51. The reporting person undertakes to provide upon request to the staff of the Securities and Exchange Commission, the Issuer or its stockholders, full information regarding the total number of shares purchased at each separate price within the ranges set forth in footnotes (1) and (2) to this Form 4.

SEC source: 0001209191-21-031104 · doc4.xml · derivative · entry 1

DRACHMAN JONATHAN G · CIK 0001588467 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 10,167

Underlying: Common Stock · 10,167 shares

Expires 2031-05-03

F1 · derivative.exercise_date: The stock option will fully vest and become exercisable on May 4, 2022, subject to the continuous service of the Reporting Person with the Issuer on such date.

SEC source: 0001209191-21-032952 · doc4a.xml · derivative · entry 1

DRACHMAN JONATHAN G · CIK 0001588467 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 10,167

Underlying: Common Stock · 10,167 shares

Expires 2031-05-03

F1 · derivative.exercise_price: This option was erroneously reported with a price of $22.50 on the original Form 4 filed on May 7, 2021 due to an administrative error.

F2 · derivative.exercise_date: The stock option will fully vest and become exercisable on May 3, 2022, subject to the continuous service of the Reporting Person with the Issuer on such date. The original Form 4 filed on May 7, 2021 erroneously reported this vesting date as May 4, 2022.

SEC source: 0001209191-20-046339 · doc4.xml · derivative · entry 1

DRACHMAN JONATHAN G · CIK 0001588467 · Director · President and CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 420,000

Underlying: Common Stock · 420,000 shares

Expires 2030-08-10

F1 · derivative.exercise_date: The option vests as to 1/4 of the total shares on August 10, 2021, and then 1/48 of the total shares will vest monthly thereafter, subject to the Reporting Person's provision of service to the Issuer on each vesting date.

SEC source: 0000899243-20-016149 · doc4.xml · derivative · entry 1

DRACHMAN JONATHAN G · CIK 0001588467 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 20,000

Underlying: Common Stock · 20,000 shares

Expires 2030-06-08

F1 · derivative.exercise_date: 1/12 of the Option vests in each monthly installment as measured from June 9, 2020, until the earlier of the Option's full vesting or the reporting person ceasing to provide continuous service to the issuer. In addition, in the event of a Change in Control or a Corporate Transaction (each as defined in the plan pursuant to which the Option was granted), any unvested portion of the Option will fully vest and become exercisable as of immediately prior to the effective time of such Change in Control or Corporate Transaction, subject to the reporting person's continuous service on the effective date of such transaction.

SEC source: 0001209191-20-033320 · doc4.xml · derivative · entry 2

DRACHMAN JONATHAN G · CIK 0001588467 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 2,880

Underlying: Common Stock · 2,880 shares

Expires 2030-05-27

F2 · derivative.exercise_date: The stock option vests and becomes exercisable as to 25% of the shares subject to the option on the last day of each calendar quarter following the grant date of May 28, 2020 (on June 30, 2020, September 30, 2020, December 31, 2020, and March 31, 2021), subject to the continuous service of the Reporting Person on each vesting date.

SEC source: 0001209191-20-033320 · doc4.xml · derivative · entry 1

DRACHMAN JONATHAN G · CIK 0001588467 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 10,167

Underlying: Common Stock · 10,167 shares

Expires 2030-05-27

F1 · derivative.exercise_date: The stock option will fully vest and become exercisable on May 28, 2021, subject to the continuous service of the Reporting Person with the Issuer on such date.

SEC source: 0000899243-19-029824 · doc4.xml · nonDerivative · entry 3

DRACHMAN JONATHAN G · CIK 0001588467 · Director · President and CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 2,198,686

F2 · shares: Represents shares purchased in an underwritten public offering of the Issuer's Common Stock.

SEC source: 0000899243-19-029824 · doc4.xml · nonDerivative · entry 2

DRACHMAN JONATHAN G · CIK 0001588467 · Director · President and CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 2,079,639

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · price: Each share of Series A Convertible Preferred Stock converted into 100 shares of the Issuer's Common Stock upon the approval of the Issuer's stockholders on November 12, 2019.

SEC source: 0000899243-19-029824 · doc4.xml · nonDerivative · entry 1

DRACHMAN JONATHAN G · CIK 0001588467 · Director · President and CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · price: Each share of Series A Convertible Preferred Stock converted into 100 shares of the Issuer's Common Stock upon the approval of the Issuer's stockholders on November 12, 2019.

SEC source: 0000899243-19-023329 · doc4.xml · nonDerivative · entry 3

DRACHMAN JONATHAN G · CIK 0001588467 · Director · See Remarks

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 584,428

F3 · price: Represents the weighted average purchase price. The lowest price at which shares were purchased was $3.06 and the highest price at which shares were purchased was $3.50.

SEC source: 0000899243-19-023329 · doc4.xml · nonDerivative · entry 2

DRACHMAN JONATHAN G · CIK 0001588467 · Director · See Remarks

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 447,992

F2 · price: Represents the weighted average purchase price. The lowest price at which shares were purchased was $3.00 and the highest price at which shares were purchased was $3.10.

SEC source: 0000899243-19-023329 · doc4.xml · nonDerivative · entry 1

DRACHMAN JONATHAN G · CIK 0001588467 · Director · See Remarks

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 411,250

F1 · price: Represents the weighted average purchase price. The lowest price at which shares were purchased was $2.82 and the highest price at which shares were purchased was $2.85. The reporting person undertakes to provide upon request to the staff of the Securities Exchange Commission, the issuer or its stockholders, full information regarding the total number of shares purchased at each separate price within the ranges set forth in footnotes (1), (2) and (3) to this Form 4.

SEC source: 0000899243-19-022733 · doc4.xml · derivative · entry 1

DRACHMAN JONATHAN G · CIK 0001588467 · Director · See Remarks

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 1,650,000

Underlying: Common Stock · 1,650,000 shares

Expires 2029-08-31

F1 · derivative.exercise_date: The options will vest as to 25% of the total shares on August 31, 2020, and then 2.0833% of the total shares will vest monthly thereafter, such that the option is fully vested on August 31, 2023, subject to the Reporting Person's provision of service to the issuer on each vesting date.

SEC source: 0001213900-19-015390 · ownership.xml · nonDerivative · entry 2

DRACHMAN JONATHAN G · CIK 0001588467 · Director · President and CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 7,428

F2 · security: Each share of Series A Convertible Preferred Stock will become convertible into 100 shares of the Issuer's Common Stock, subject to and contingent upon the approval of the Issuer's stockholders in accordance with the Nasdaq Stock Market Rules. Under the terms of the Agreement and Plan of Merger (the "Merger Agreement") dated August 5, 2019, among Neoleukin, Aquinox Pharmaceuticals, Inc. (the "Issuer") and Apollo Sub, Inc., the Issuer has agreed to use commercially reasonable efforts to call and hold a meeting of the Issuer's stockholders to obtain the requisite approval for the conversion of the Series A Convertible Preferred Stock into shares of Common Stock, for purposes of the Nasdaq Stock Market Rules, as soon as practicable and in any event no later than 100 days after the date of the Merger Agreement.

F1 · price: In connection with the merger of Neoleukin Therapeutics, Inc. ("Neoleukin") into Apollo Sub, Inc. (the "Merger"), 950,000 shares of Common Stock of Neoleukin held by the Reporting Person were exchanged for 334,428 shares of Common Stock and 7,428 shares of Series A Convertible Preferred Stock.

SEC source: 0001213900-19-015390 · ownership.xml · nonDerivative · entry 1

DRACHMAN JONATHAN G · CIK 0001588467 · Director · President and CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 334,428

F1 · price: In connection with the merger of Neoleukin Therapeutics, Inc. ("Neoleukin") into Apollo Sub, Inc. (the "Merger"), 950,000 shares of Common Stock of Neoleukin held by the Reporting Person were exchanged for 334,428 shares of Common Stock and 7,428 shares of Series A Convertible Preferred Stock.

SEC source: 0000899243-19-023581 · doc4a.xml · nonDerivative · entry 2

DRACHMAN JONATHAN G · CIK 0001588467 · Director · See Remarks

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 12,616

F1 · security: This amended Form 4 reflects a correction to the number of shares of Common Stock and Series A Preferred Stock issued to the Reporting Person in connection with the merger of Neoleukin Therapeutics, Inc. ("Neoleukin") into Apollo Sub, Inc. (the "Merger"), as reported on Form 4 filed on August 12, 2019, and in the Reporting Person's total direct holdings as reported on Form 4 filed on September 11, 2019.

F3 · security: Each share of Series A Convertible Preferred Stock will become convertible into 100 shares of the Issuer's Common Stock, subject to and contingent upon the approval of the Issuer's stockholders in accordance with the Nasdaq Stock Market Rules. Under the terms of the Agreement and Plan of Merger (the "Merger Agreement") dated August 5, 2019, among Neoleukin, Aquinox Pharmaceuticals, Inc. (the "Issuer") and Apollo Sub, Inc., the Issuer has agreed to use commercially reasonable efforts to call and hold a meeting of the Issuer's stockholders to obtain the requisite approval for the conversion of the Series A Convertible Preferred Stock into shares of Common Stock, for purposes of the Nasdaq Stock Market Rules, as soon as practicable and in any event no later than 100 days after the date of the Merger Agreement

F2 · price: In connection with the Merger, 1,613,614 shares of Common Stock of Neoleukin held by the Reporting Person, including 663,614 shares of Common Stock of Neoleukin issued upon conversion of convertible notes held by the Reporting Person immediately prior to the Merger, were exchanged for 568,039 shares of Common Stock and 12,616 shares of Series A Convertible Preferred Stock.

SEC source: 0000899243-19-023581 · doc4a.xml · nonDerivative · entry 1

DRACHMAN JONATHAN G · CIK 0001588467 · Director · See Remarks

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 568,039

F1 · security: This amended Form 4 reflects a correction to the number of shares of Common Stock and Series A Preferred Stock issued to the Reporting Person in connection with the merger of Neoleukin Therapeutics, Inc. ("Neoleukin") into Apollo Sub, Inc. (the "Merger"), as reported on Form 4 filed on August 12, 2019, and in the Reporting Person's total direct holdings as reported on Form 4 filed on September 11, 2019.

F2 · price: In connection with the Merger, 1,613,614 shares of Common Stock of Neoleukin held by the Reporting Person, including 663,614 shares of Common Stock of Neoleukin issued upon conversion of convertible notes held by the Reporting Person immediately prior to the Merger, were exchanged for 568,039 shares of Common Stock and 12,616 shares of Series A Convertible Preferred Stock.

SEC source: 0001209191-19-034841 · doc4.xml · derivative · entry 1

DRACHMAN JONATHAN G · CIK 0001588467 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 10,167

Underlying: Common Stock · 10,167 shares

Expires 2029-06-02

F1 · derivative.exercise_date: The stock option will fully vest and become exercisable on June 3, 2020, subject to the continuous service of the Reporting Person with the Issuer on such date.

SEC source: 0000899243-19-015383 · doc4.xml · derivative · entry 1

DRACHMAN JONATHAN G · CIK 0001588467 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 11,000

Underlying: Common Stock · 11,000 shares

Expires 2029-05-29

F1 · derivative.exercise_date: 1/12 of the Option vests in each monthly installment as measured from May 30, 2019, until the earlier of the Option's full vesting or the reporting person ceasing to provide continuous service to the issuer. In addition, in the event of a Change in Control or a Corporate Transaction (each as defined in the plan pursuant to which the Option was granted), any unvested portion of the Option will fully vest and become exercisable as of immediately prior to the effective time of such Change in Control or Corporate Transaction, subject to the reporting person's continuous service on the effective date of such transaction.

SEC source: 0001209191-19-021731 · doc4.xml · derivative · entry 1

DRACHMAN JONATHAN G · CIK 0001588467 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 4,266

Underlying: Common Stock · 4,266 shares

Expires 2029-02-06

F1 · derivative.exercise_date: The stock option vests and becomes exercisable as to 25% of the shares subject to the option on the last day of each calendar quarter following the grant date of February 7, 2019 (on March 31, 2019, June 30, 2019, September 30, 2019, and December 31, 2019), subject to the continuous service of the Reporting Person on each vesting date.

SEC source: 0000899243-18-014883 · doc4.xml · derivative · entry 1

DRACHMAN JONATHAN G · CIK 0001588467 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 11,000

Underlying: Common Stock · 11,000 shares

Expires 2028-05-30

F1 · derivative.exercise_date: 1/12 of the Option vests in each monthly installment as measured from May 31, 2018, until the earlier of the Option's full vesting or the reporting person ceasing to provide continuous service to the issuer. In addition, in the event of a Change in Control or a Corporate Transaction (each as defined in the plan pursuant to which the Option was granted), any unvested portion of the Option will fully vest and become exercisable as of immediately prior to the effective time of such Change in Control or Corporate Transaction, subject to the reporting person's continuous service on the effective date of such transaction.

SEC source: 0000899243-18-008417 · doc4.xml · derivative · entry 1

DRACHMAN JONATHAN G · CIK 0001588467 · See Remarks

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 10,526

Underlying: Common Stock · 10,526 shares

Expires 2026-05-09

F1 · derivative.exercise_date: On May 9, 2016, the reporting person was granted an option to purchase 10,526 options of common stock. The performance criteria for this grant were met as of March 20, 2018 and the option shall vest in four (4) equal tranches on the first, second, third and fourth anniversaries of March 20, 2018 subject to continuous service with the Company as of each vesting date.

SEC source: 0001203311-18-000020 · edgardoc.xml · derivative · entry 8

DRACHMAN JONATHAN G · CIK 0001588467 · CMO & EVP, R & D

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 45,000

Underlying: Common Stock · 13,740 shares

Expires 2020-08-27

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F5 · derivative.exercise_date: Shares vested at a rate of 25% on 8/27/11 and monthly thereafter until all the shares were fully vested on 8/27/14.

SEC source: 0001203311-18-000020 · edgardoc.xml · derivative · entry 7

DRACHMAN JONATHAN G · CIK 0001588467 · CMO & EVP, R & D

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 7,000 shares

Expires 2020-05-07

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F4 · derivative.exercise_date: Shares vested at a rate of 25% on 5/7/11 and monthly thereafter until all the shares were fully vested on 5/7/14

SEC source: 0001203311-18-000020 · edgardoc.xml · derivative · entry 6

DRACHMAN JONATHAN G · CIK 0001588467 · CMO & EVP, R & D

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 3,831 shares

Expires 2022-08-20

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F3 · derivative.exercise_date: Shares vested at a rate of 25% on 8/20/13 and monthly thereafter until all the shares were fully vested on 8/20/2016.

SEC source: 0001203311-18-000020 · edgardoc.xml · derivative · entry 5

DRACHMAN JONATHAN G · CIK 0001588467 · CMO & EVP, R & D

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 6,468 shares

Expires 2021-08-24

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F2 · derivative.exercise_date: Shares vested at a rate of 25% on 8/24/12 and monthly thereafter until all the shares were fully vested on 8/27/15.

SEC source: 0001203311-18-000020 · edgardoc.xml · nonDerivative · entry 4

DRACHMAN JONATHAN G · CIK 0001588467 · CMO & EVP, R & D

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 201,973

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · balance_after: Amount of securities beneficially owned following reported transactions includes restricted stock units subject to vesting.

SEC source: 0001203311-18-000020 · edgardoc.xml · nonDerivative · entry 3

DRACHMAN JONATHAN G · CIK 0001588467 · CMO & EVP, R & D

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 194,973

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · balance_after: Amount of securities beneficially owned following reported transactions includes restricted stock units subject to vesting.

SEC source: 0001203311-18-000020 · edgardoc.xml · nonDerivative · entry 2

DRACHMAN JONATHAN G · CIK 0001588467 · CMO & EVP, R & D

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 181,233

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · balance_after: Amount of securities beneficially owned following reported transactions includes restricted stock units subject to vesting.