3 unchanged sentences
(c) Director and Officer Trading Plans and Arrangements
−Removed: On August 16, 2023 , Hannah A.
−Removed: Valantine , a member of our Board of Directors , adopted a trading plan for the sale of a maximum of 34,980 shares of our common stock (the “Trading Plan”).
−Removed: The Trading Plan is intended to satisfy the affirmative defense conditions of Securities Exchange Act Rule 10b5-1(c) and is expected to remain in effect until the earlier of (1) November 30, 2024 and (2) the date on which an aggregate of 34,980 shares of our common stock have been sold under such plan.
+Added: On March 7, 2024 , Dr.
+Added: Valantine , a member of our Board of Directors , terminated a trading plan intended to satisfy the affirmative defense conditions of Securities Exchange Act Rule 10b5-1(c) for the potential sale of a maximum of 34,980 shares of our common stock.
+Added: Valantine’s trading plan was adopted on August 16, 2023 and was expected to remain in effect until the earlier of (1) November 30, 2024 and (2) the date on which all transactions under such plan were completed.
+Added: Valantine sold an aggregate of 11,660 shares of our common stock under her trading plan prior to the date of termination.
+Added: On March 7, 2024 , Dr.
+Added: Homcy , a member of our Board of Directors , adopted a trading plan intended to satisfy the affirmative defense conditions of Securities Exchange Act Rule 10b5-1(c) for the potential sale of a maximum of 200,000 shares of
+Added: our common stock.
+Added: Homcy is not permitted to transfer, sell or otherwise dispose of any shares under his trading plan during the 90-day period following the plan’s adoption.
+Added: Homcy’s trading plan is expected to remain in effect until the earlier of (1) March 7, 2025 and (2) the date on which all transactions under such plan have been completed.
+Added: On March 22, 2024 , Dr.
+Added: Neil Kumar , our Chief Executive Officer and a member of our Board of Directors, adopted a trading plan (the “Kumar Trading Plan”) intended to satisfy the affirmative defense conditions of Securities Exchange Act Rule 10b5-1(c) on behalf of himself and Kumar Haldea Revocable Trust, of which Dr.
+Added: Kumar is a co-trustee.
+Added: The Kumar Trading Plan provides for the potential sale of a maximum of (i) 900,000 shares of our common stock held by Kumar Haldea Revocable Trust and (ii) 100% of net vested shares of our common stock to be issued to Dr.
+Added: Kumar upon vesting of his restricted stock units (“RSUs”) on August 16, 2024, November 16, 2024, February 16, 2025 and May 16, 2025.
+Added: On the date when the Kumar Trading Plan was adopted, Dr.
+Added: Kumar held no such net vested shares.
+Added: Kumar’s net vested share amount will change as additional RSUs vest on each of these vesting date.
+Added: The aggregate number of net vested shares of common stock that will be available for sale by Dr.
+Added: Kumar is not yet determinable because the shares available will be net of shares to be withheld to satisfy tax obligations in connection with the vesting of his RSUs on each of these vesting dates.
+Added: Kumar is not permitted to transfer, sell or otherwise dispose of any shares under the Kumar Trading Plan during the 90-day period following the plan’s adoption.
+Added: The Kumar Trading Plan is expected to remain in effect until the earlier of (1) May 21, 2025 and (2) the date on which all transactions under such plan have been completed.
+Added: On March 22, 2024 , Dr.
+Added: Brian Stephenson , our Chief Financial Officer , adopted a trading plan (the “Stephenson Trading Plan”) intended to satisfy the affirmative defense conditions of Securities Exchange Act Rule 10b5-1(c).
+Added: The Stephenson Trading Plan provides for (i) the potential exercise of vested stock options and the associated sale of up to 102,000 shares of our common stock, and (ii) the potential sale of 100% of net vested shares of our common stock to be issued to Dr.
+Added: Stephenson upon vesting of his RSUs on August 16, 2024, November 16, 2024, February 16, 2025 and May 16, 2025.
+Added: On the date when the Stephenson Trading Plan was adopted, Dr.
+Added: Stephenson held no such net vested shares.
+Added: Stephenson’s net vested share amount will change as additional RSUs vest on each of these vesting dates.
+Added: The aggregate number of net vested shares of common stock that will be available for sale by Dr.
+Added: Stephenson is not yet determinable because the shares available will be net of shares to be withheld to satisfy tax obligations in connection with the vesting of his RSUs on each of these vesting dates.
+Added: Stephenson is not permitted to transfer, sell or otherwise dispose of any shares under the Stephenson Trading Plan during the 90-day period following the plan’s adoption.
+Added: The Stephenson Trading Plan is expected to remain in effect until the earlier of (1) May 21, 2025 and (2) the date on which all transactions under such plan have been completed.
Exhibit Title
1 unchanged sentence
and Globe Merger Sub II, Inc.
−Removed: (incorporated by reference to Exhibit 2.1 to BridgeBio’s Current Report on Form 8-K filed with the Securities Exchange Commission on October 6, 2020) .
+Added: (incorporated by reference to Exhibit 2.1 to BridgeBio’s Current Report on Form 8-K filed with the Securities Exchange Commission on October 6, 2020) .
January 26, 2021
9 unchanged sentences
March 10, 2020
−Removed: Form of Global Note, representing BridgeBio Pharma, Inc.’s 2.50% Convertible Senior Notes due 2027 (included as Exhibit A to the Indenture filed as Exhibit 4.1) .
+Added: Form of Global Note, representing BridgeBio Pharma, Inc.’s 2.50% Convertible Senior Notes due 2027 (included as Exhibit A to the Indenture filed as Exhibit 4.1) .
March 10, 2020
2 unchanged sentences
January 29, 2021
−Removed: Form of Global Note, representing BridgeBio Pharma, Inc.’s 2.25% Convertible Senior Notes due 2029 ( included as Exhibit A to the Indenture filed as Exhibit 4.1)
+Added: Form of Global Note, representing BridgeBio Pharma, Inc.’s 2.25% Convertible Senior Notes due 2029 ( included as Exhibit A to the Indenture filed as Exhibit 4.1)
January 29, 2021
4 unchanged sentences
September 25, 2023
−Removed: Second Amendment, effective as of August 15, 2023, to the Exclusive (Equity) Agreement, by and between Eidos Therapeutics, Inc.
−Removed: and the Board of Trustees of the Leland Stanford Junior University, effective as of April 10, 2016, as amended by Amendment No.
−Removed: 1, effective September 25, 2017.
+Added: Amendment to Employment Agreement between BridgeBio Services, Inc.
+Added: and Brian Stephenson, dated February 21, 2024.
+Added: February 22, 2024
+Added: Financing Agreement, dated January 17, 2024, by and among the Registrant, certain subsidiaries of the Registrant, various Lenders party thereto, and Blue Owl Capital Corporation as Administrative Agent.
Filed herewith
+Added: First Amendment to Financing Agreement, dated as of February 12, 2024, by and among the Registrant, the Guarantors party thereto, the Lenders party thereto, and Blue Owl Capital Corporation as Administrative Agent.
+Added: Filed herewith
+Added: Funding Agreement, dated January 17, 2024, by and among LSI Financing 1 Designated Activity Company and CPPIB Credit Europe S.À R.L.
+Added: as Purchasers, the Registrant and certain subsidiaries of the Registrant as Seller Parties, and Alter Domus (US) LLC as Collateral Agent.
+Added: Filed herewith
+Added: Exclusive License Agreement, dated March 1, 2024, by and among Eidos Therapeutics, Inc., BridgeBio International GmbH, BridgeBio Europe B.V., and Bayer Consumer Care AG.
+Added: Filed herewith
+Added: Amendment No.
+Added: 3, effective as of March 1, 2024, to Exclusive (Equity) Agreement effective April 10, 2016, by and between Eidos Therapeutics, Inc.
+Added: and the Board of Trustees of the Leland Stanford Junior University.
+Added: Filed herewith
+Added: Amendment No.
+Added: 3 to Consulting Agreement between Frank McCormick and the Registrant, effective as of March 4, 2024.
+Added: Filed herewith
Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 .
22 unchanged sentences
Filed herewith
−Removed: * This certification will not be deemed “filed”
−Removed: for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section.
+Added: * This certification will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section.
Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent specifically incorporated by reference into such filing.
+Added: # Indicates a management contract or any compensatory plan, contract or arrangement.
Certain confidential portions (indicated by brackets and asterisks) have been omitted from this exhibit in accordance with the rules of the Securities and Exchange Commission because such information (i) is not material and (ii) is the type that the registrant treats as private or confidential.
1 unchanged sentence
BridgeBio Pharma, Inc.
−Removed: November 2, 2023
/s/ Neil Kumar
2 unchanged sentences
(Principal Executive Officer)
−Removed: November 2, 2023
/s/ Brian Stephenson
3 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.