Barinthus director converts 3,000 shares in merger
Director’s Barinthus options and 3,000 ordinary shares were converted into equity of the new parent company at a 0.111-for-1 exchange ratio.
Rhea-AI Filing Summary
Barinthus Biotherapeutics plc. (symbol: BRNS) is the issuer of record for a Form 4 filing submitted to the SEC. Hammacher Alex reported disposition transactions in this Form 4 filing.
Barinthus Biotherapeutics plc (BRNS) reports that director Alex Hammacher’s Barinthus equity awards and shares were restructured on September 9, 2026 in connection with the completion of a merger under an Agreement and Plan of Merger. Several option grants over Barinthus ordinary shares ceased to be rights over Barinthus stock and were converted into options over common stock of the new parent company, while 3,000 Barinthus ordinary shares were exchanged, with each Barinthus share converted into the right to receive 0.111 share of the parent’s common stock.
Positive
- None.
Negative
- None.
Insider Trade Summary
Disposition: 114,819 shares
Disposition
6 txns
Insider
Hammacher Alex
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Share Option (Right to Buy) F2, F4, F1 | 34,328 | $0.00 | $0.00 |
| Disposition | Share Option (Right to Buy) F2, F4, F1 | 18,604 | $0.00 | $0.00 |
| Disposition | Share Option (Right to Buy) F2, F4, F1 | 19,197 | $0.00 | $0.00 |
| Disposition | Share Option (Right to Buy) F2, F4, F1 | 19,516 | $0.00 | $0.00 |
| Disposition | Share Option (Right to Buy) F2, F4, F1 | 20,174 | $0.00 | $0.00 |
| Disposition | Ordinary Shares F1, F2, F3 | 3,000 | -- | -- |
Holdings After Transaction:
Share Option (Right to Buy) — 0 contracts (Direct);
Ordinary Shares — 0 shares (Direct)
Footnotes (4)
- F1. The Ordinary Shares may be represented by American Depositary Shares ("ADSs" and together with the Ordinary Shares, the "Shares"), each of which currently represents one Ordinary Share.
- F2. This Form 4 reports securities transacted in connection with the Agreement and Plan of Merger, dated September 29, 2025, as amended (the "Merger Agreement") by and among the Issuer, Beacon Topco, Inc. ("Topco"), a Delaware corporation and a direct wholly owned subsidiary of the Issuer, Cdog Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Topco, and Clywedog Therapeutics, Inc., a Delaware corporation. On September 9, 2026 (the "Effective Time"), in connection with the effectiveness of the scheme of arrangement under Part 26 of the United Kingdom Companies Act 2006 (the "Scheme") contemplated by the Merger Agreement, Topco acquired the entire issued share capital of the Issuer, resulting in the Issuer becoming a direct wholly owned subsidiary of Topco.
- F3. Pursuant to the Merger Agreement and in connection with the effectiveness of the Scheme, at the Effective Time, each Share of the Issuer was converted into the right to receive 0.111 shares of common stock, $0.0001 par value per share, of Topco (the "Topco Common Stock").
- F4. Pursuant to the Merger Agreement, at the Effective Time, each option to acquire Shares under the Issuer's equity plans that was outstanding as of immediately prior to the Effective Time ceased to represent a right to acquire Shares of the Issuer, and was converted into an option to acquire shares of Topco Common Stock and assumed by Topco on the same terms and conditions (including applicable vesting and exercisability conditions) as were applicable to such option immediately prior to the Effective Time.
Key Figures
Ordinary shares disposed: 3,000 shares
Exchange ratio for Barinthus shares: 0.111 share of parent common stock per Barinthus share
Option grant over Barinthus shares (highest exercise price): 34,328 options at $17.00 per share
+3 more
6 metrics
Ordinary shares disposed
3,000 shares
Barinthus ordinary shares converted at the effective time on September 9, 2026
Exchange ratio for Barinthus shares
0.111 share of parent common stock per Barinthus share
Conversion of each Barinthus share into the right to receive shares of the new parent company
Option grant over Barinthus shares (highest exercise price)
34,328 options at $17.00 per share
Share options that ceased to be rights over Barinthus shares and were converted into options over parent company common stock; expiration May 1, 2031
Option grant over Barinthus shares (later expiration)
20,174 options at $1.00 per share
Share options converted into options over parent company common stock; expiration June 10, 2035
Additional option grants converted
18,604; 19,197; 19,516 options
Further Barinthus share options at exercise prices of $4.27, $2.27 and $2.34 per share, respectively, all converted into options over parent company common stock
ADS to ordinary share ratio
1 ADS per 1 ordinary share
Each American Depositary Share represents one Barinthus ordinary share prior to the merger-related conversions
Key Terms
Agreement and Plan of Merger, scheme of arrangement, Effective Time, Topco Common Stock, +1 more
5 terms
Agreement and Plan of Merger regulatory
"This Form 4 reports securities transacted in connection with the Agreement and Plan of Merger, dated September 29, 2025"
An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.
scheme of arrangement regulatory
"in connection with the effectiveness of the scheme of arrangement under Part 26 of the United Kingdom Companies Act 2006"
A scheme of arrangement is a legal agreement between a company and its shareholders or creditors to reorganize or settle debts, often to avoid bankruptcy or make big changes. It’s like a carefully planned handshake that everyone agrees to, helping the company stay afloat or improve its financial health.
Effective Time regulatory
"On September 9, 2026 (the "Effective Time"), in connection with the effectiveness of the scheme of arrangement"
The exact clock time when a regulatory filing, approval, or corporate action formally becomes legally active; from that moment the change is binding and can be acted on. Investors care because the effective time marks when ownership, rights, trading rules, or new securities take effect — like a light switch turning on a contract or transaction — which determines when risks, benefits and market reactions begin.
Topco Common Stock financial
"each Share of the Issuer was converted into the right to receive 0.111 shares of common stock, $0.0001 par value per share, of Topco (the "Topco Common Stock")"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What did the BRNS Form 4 report for director Alex Hammacher?
It reported that Alex Hammacher’s Barinthus share options and 3,000 ordinary shares were treated as dispositions to Barinthus and converted in connection with a merger, becoming rights to receive common stock of the new parent company under the merger agreement.
Does the BRNS Form 4 indicate trades under a Rule 10b5-1 plan?
No. The Form 4 indicates that the transactions were not reported as being made under a Rule 10b5-1 trading plan. Instead, the changes arose from the effectiveness of the merger and related scheme of arrangement, not from open-market trading activity.
What merger is referenced in the BRNS Form 4 for Alex Hammacher?
The filing references an Agreement and Plan of Merger among Barinthus, a newly formed parent company, and merger subsidiaries. At the effective time on September 9, 2026, the parent company acquired all issued share capital of Barinthus, making Barinthus a direct wholly owned subsidiary.
AI-generated analysis. How Rhea-AI works. Not financial advice.
