4//SEC Filing
Grenfell-Gardner Jason 4
Accession 0000899243-20-027414
CIK 0001478121other
Filed
Oct 4, 8:00 PM ET
Accepted
Oct 5, 8:31 PM ET
Size
15.9 KB
Accession
0000899243-20-027414
Insider Transaction Report
Form 4
Pfenex Inc.PFNX
Grenfell-Gardner Jason
Director
Transactions
- Disposition from Tender
Common Stock
2020-10-01−10,000→ 0 total - Disposition from Tender
Stock Option (right to buy)
2020-10-01−25,000→ 0 totalExercise: $4.92From: 2018-05-09Exp: 2027-05-05→ Common Stock (25,000 underlying) - Disposition from Tender
Stock Option (right to buy)
2020-10-01−18,000→ 0 totalExercise: $6.43Exp: 2030-05-08→ Common Stock (18,000 underlying) - Disposition from Tender
Stock Option (right to buy)
2020-10-01−18,000→ 0 totalExercise: $6.33From: 2019-05-09Exp: 2028-05-09→ Common Stock (18,000 underlying) - Disposition from Tender
Stock Option (right to buy)
2020-10-01−18,000→ 0 totalExercise: $5.78From: 2020-05-08Exp: 2029-05-09→ Common Stock (18,000 underlying)
Footnotes (4)
- [F1]Upon the terms and subject to the conditions set forth in the Agreement and Plan of Merger, dated August 10, 2020 (the "Merger Agreement"), by and among Ligand Pharmaceutical Incorporated, a Delaware corporation, Pelican Acquisition Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent, and the Issuer, each issued and outstanding share of Issuer common stock (other than (A) Cancelled Shares, (B) Accepted Company Shares, and (C) Dissenting Company Shares (each as defined in the Merger Agreement)) was automatically converted into the right to receive (i) $12.00 per share, net to the holder thereof, subject to reduction for any applicable withholding Taxes (as defined in the Merger Agreement) payable in respect thereof, in cash (the "Cash Portion"), and (ii) a non-transferrable contractual contingent value right per share (a "CVR"), pursuant to the Contingent Value Rights Agreement, dated as of September 30, 2020 (as it may be amended from time to time,
- [F2](Continued from Footnote 1) the "CVR Agreement"), to receive a contingent payment of $2.00 in cash upon the achievement of a specified milestone as set forth in the CVR Agreement (the "CVR Portion"), effective immediately prior to the Effective Time (as defined in the Merger Agreement).
- [F3]Upon the terms and subject to the conditions set forth in the Merger Agreement, each option with an exercise price equal to or less than the Cash Portion that remains outstanding as of immediately prior to the Effective Time, whether vested or unvested, will be cancelled and converted into a right to receive, with respect to each share of Issuer Common stock subject to such option, an amount in cash, without interest, equal to the excess, if any, of (i) the Cash Portion over the per share exercise price of such option, plus (ii) the CVR Portion (the "Option Consideration"). All Option Consideration will be paid without interest and less any applicable tax withholdings.
- [F4]One hundred percent (100%) of the shares subject to the option shall vest and become exercisable on the date of the next annual meeting of the Issuer's stockholders (the "Annual Meeting") held after May 8, 2020, subject to the reporting person's continuing service through the date of the Annual Meeting. Notwithstanding the foregoing, one hundred percent (100%) of the shares subject to the option shall vest and become exercisable as of immediately prior to a Change in Control (as such term is defined in the Issuer's 2014 Equity Incentive Plan).
Documents
Issuer
Pfenex Inc.
CIK 0001478121
Entity typeother
Related Parties
1- filerCIK 0001555152
Filing Metadata
- Form type
- 4
- Filed
- Oct 4, 8:00 PM ET
- Accepted
- Oct 5, 8:31 PM ET
- Size
- 15.9 KB