SEC Form 4 · accession 0001104659-26-106323
Barinthus Biotherapeutics plc. · BRNS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Karen A Dawes
Director
Period of report
Sep 9, 2026
Accepted (ET)
Sep 9, 2026 · 4:15 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0001828185
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Ordinary SharesF1,F3 | Sep 9, 2026 | D | 1,700 | — | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Share Option (Right to Buy)F4,F1 | $17.00 | Sep 9, 2026 | D | 34,328 | D | — | May 1, 2031 | Ordinary Shares | 34,328 | 0 | D |
| Share Option (Right to Buy)F4,F1 | $4.27 | Sep 9, 2026 | D | 18,604 | D | — | Jun 15, 2032 | Ordinary Shares | 18,604 | 0 | D |
| Share Option (Right to Buy)F4,F1 | $2.27 | Sep 9, 2026 | D | 19,197 | D | — | May 11, 2033 | Ordinary Shares | 19,197 | 0 | D |
| Share Option (Right to Buy)F4,F1 | $2.34 | Sep 9, 2026 | D | 19,516 | D | — | May 10, 2034 | Ordinary Shares | 19,516 | 0 | D |
| Share Option (Right to Buy)F4,F1 | $1.00 | Sep 9, 2026 | D | 20,174 | D | — | Jun 10, 2035 | Ordinary Shares | 20,174 | 0 | D |
Explanation of responses
- F1The 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.
- F2This 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.
- F3Pursuant 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").
- F4Pursuant 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.