Sec Form 4 Filing - Eckelman Brendan P. @ Inhibrx, Inc. - 2024-05-28

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

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Eckelman Brendan P. 2. Issuer Name and Ticker or Trading Symbol Inhibrx, Inc. [ INBX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Scientific Officer (Last) (First) (Middle) C/O INHIBRX, INC., 11025 NORTH TORREY PINES ROAD, SUITE 140 3. Date of Earliest Transaction (MM/DD/YY) 05/28/2024 (Street) LA JOLLA, CA92037 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price Common Stock 05/28/2024 S 300,000 D $ 34.3 1,735,553 I By the Eckelman Living Trust dated February 5, 2014 ( 1 ) Common Stock 05/30/2024 D( 2 ) 1,735,553 D $ 30 ( 3 ) 0 I By the Eckelman Living Trust dated February 5, 2014 ( 1 ) Common Stock 05/30/2024 D( 2 ) 160,000 D $ 30 ( 3 ) 0 I By trust ( 4 ) Common Stock 05/30/2024 D( 2 ) 160,000 D $ 30 ( 3 ) 0 I By trust ( 5 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Stock Option (right to buy) $ 33.63 05/30/2024 D( 2 ) 6,667 ( 6 ) 01/15/2031 Common Stock 6,667 ( 7 ) 0 D Stock Option (right to buy) $ 23.3 05/30/2024 D( 2 ) 26,667 ( 8 ) 01/03/2033 Common Stock 26,667 ( 9 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Eckelman Brendan P. C/O INHIBRX, INC. 11025 NORTH TORREY PINES ROAD, SUITE 140 LA JOLLA, CA92037 Chief Scientific Officer Signatures /s/ Kelly D. Deck, attorney-in-fact 05/30/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These securities were directly owned by the Eckelman Living Trust dated February 5, 2014. Brendan P. Eckelman is the trustee of the Eckelman Living Trust dated February 5, 2014 and, in such capacity, may be deemed to indirectly beneficially own the securities owned by the Eckelman Living Trust dated February 5, 2014. ( 2 )Under the Agreement and Plan of Merger, dated January 22, 2024 (the "Merger Agreement"), by and among the Inhibrx, Inc. (the "Issuer"), Aventis Inc., a Pennsylvania corporation ("Parent") and wholly owned subsidiary of Sanofi, and Art Acquisition Sub, Inc., a Delaware corporation ("Merger Sub") and wholly owned subsidiary of Parent, following satisfaction or waiver of the closing conditions set forth in the Merger Agreement, on May 30, 2024, Merger Sub merged with and into the Issuer with the Issuer surviving as the surviving company (the "Merger"). ( 3 )In the Merger, each share of common stock of the Issuer that was outstanding immediately prior to the effective time of the Merger (the "Effective Time") (other than (A) the Issuer's common stock owned by the Issuer as treasury shares, (B) the Issuer's common stock owned by Parent or Merger Sub and (C) any dissenting shares), was automatically cancelled, extinguished and converted into the right to receive (i) an amount in cash equal to $30.00, without interest thereon (the "Closing Amount"), plus (ii) one (1) contractual contingent value right ("CVR") representing the right to receive a contingent payment of $5.00, without interest thereon, in cash (the "Milestone Payment"), upon the achievement of certain regulatory milestones ("Milestone") set forth in the Contingent Value Rights Agreement between Parent and Continental Stock Transfer & Trust Company. ( 4 )These securities were directly owned by a trust, for the benefit of Brendan P. Eckelman's minor son. Brendan P. Eckelman is the trustee of the trust, and, in such capacity, may be deemed to indirectly beneficially own the securities owned by the trust. ( 5 )These securities were directly owned by a trust, for the benefit of Brendan P. Eckelman's minor daughter. Brendan P. Eckelman is the trustee of the trust, and, in such capacity, may be deemed to indirectly beneficially own the securities owned by the trust. ( 6 )Twenty-five percent (25%) of the total shares subject to the stock option became exercisable on January 15, 2022, with the balance to vest and become exercisable in equal successive monthly installments for thirty-six (36) months thereafter. ( 7 )This stock option was canceled in the Merger and converted into the right to receive the contingent payment described in the following sentence. If the Milestone is achieved, the cash amount to be paid in respect of each such stock option will be equal to (x) $35.00 (representing the sum of the Closing Amount of $30.00 and the Milestone Payment of $5.00) minus (y) the stock option exercise price per share, subject to applicable tax withholding. ( 8 )Twenty-five percent (25%) of the total shares subject to the stock option became exercisable on January 3, 2024, with the balance to vest and become exercisable in equal successive monthly installments for thirty-six (36) months thereafter. ( 9 )This stock option was cancelled in the Merger and converted into the right to receive (A) an amount in cash, without interest and less any applicable withholding taxes, equal to the product of (x) the total number of shares of the Issuer's common stock subject to such stock option immediately prior to the Effective Time, multiplied by (y) the excess of (I) the Closing Amount over (II) the exercise price payable per share of the Issuer's common stock under such stock option and (B) one (1) CVR for each share of the Issuer common stock subject to such stock option.

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).

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