SEC FORM 4

SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Allison David D.

(Last)

(First)

(Middle)

C/O CINCOR PHARMA, INC.

230 THIRD AVENUE, 6TH FLOOR

(Street)

WALTHAM

02451

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CinCor Pharma, Inc. [ CINC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/24/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$13.6	02/24/2023		D⁽¹⁾			29,411	⁽²⁾	12/09/2031	Common Stock	29,411	⁽²⁾	0	D
Stock Option (Right to Buy)	$19.55	02/24/2023		D⁽¹⁾			1,038	⁽²⁾	04/07/2032	Common Stock	1,038	⁽²⁾	0	D
Stock Option (Right to Buy)	$20.2	02/24/2023		D⁽¹⁾			881	⁽²⁾	07/07/2032	Common Stock	881	⁽²⁾	0	D
Stock Option (Right to Buy)	$33.49	02/24/2023		D⁽¹⁾			524	⁽³⁾	10/06/2032	Common Stock	524	⁽³⁾	0	D
Stock Option (Right to Buy)	$11.78	02/24/2023		D⁽¹⁾			1,499	⁽²⁾	01/05/2033	Common Stock	1,499	⁽²⁾	0	D

Explanation of Responses:

1. Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of January 8, 2023, by and among CinCor Pharma, Inc. (the "Issuer"), AstraZeneca Finance and Holdings Inc. ("Parent") and Cinnamon Acquisition, Inc., a wholly owned subsidiary of Parent ("Purchaser"), on February 24, 2023, Purchaser completed a tender offer for shares of common stock of the Issuer (each, a "Share") and thereafter merged with and into the Issuer, with the Issuer continuing as the surviving corporation and a wholly owned subsidiary of Parent (the "Merger").

2. At the effective time of the Merger, pursuant to the Merger Agreement, each outstanding option with an exercise price less than $26.00 per share (the "Cash Amount") was accelerated and became fully vested and exercisable and was cancelled and automatically converted into the right to receive, without interest, (i) cash in an amount equal to the product of (1) the total number of Shares subject to such option as of immediately prior to the effective time of the merger multiplied by (2) the excess of the Cash Amount over the exercise price payable per Share under such option, and (ii) one contingent value right ("CVR") per Share subject to such option, representing the right to receive a contingent payment of $10.00 per share (the "Milestone Payment"), in cash, upon the achievement of a specified milestone by December 31, 2033.

3. At the effective time of the Merger, pursuant to the Merger Agreement, each outstanding option with an exercise price equal to or greater than the Cash Amount was accelerated and became fully vested and exercisable and automatically converted into the right to receive, upon the occurrence of the Milestone Payment Date (as defined in the CVR Agreement), an amount in cash equal to the product of (a) the total number of Shares subject to such option immediately prior to the effective time of the merger multiplied by (b) the amount, if any, by which (1) the Cash Amount plus the Milestone Payment exceeds (2) the exercise price payable per Share under such option.

Remarks:

	/s/ Amanda Gonzalez Burton, Attorney-in-Fact	02/24/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

SEC Form 4 filed by Allison David D.