4//SEC Filing
Yao Zhengbin 4
Accession 0000899243-21-011495
CIK 0001734517other
Filed
Mar 14, 8:00 PM ET
Accepted
Mar 15, 9:15 AM ET
Size
15.7 KB
Accession
0000899243-21-011495
Insider Transaction Report
Form 4
Yao Zhengbin
DirectorChief Executive Officer
Transactions
- Disposition to Issuer
Common Stock
2021-03-13$53.00/sh−200,000$10,600,000→ 0 total(indirect: By Trust) - Disposition to Issuer
Stock Option (right to buy)
2021-03-15−120,000→ 0 totalExercise: $15.84Exp: 2029-08-25→ Common Stock (120,000 underlying) - Disposition to Issuer
Stock Option (right to buy)
2021-03-15−309,375→ 0 totalExercise: $2.84Exp: 2028-05-10→ Common Stock (309,375 underlying) - Disposition to Issuer
Common Stock
2021-03-13$53.00/sh−270,219$14,321,607→ 0 total - Disposition to Issuer
Stock Option (right to buy)
2021-03-15−188,057→ 0 totalExercise: $41.10Exp: 2030-03-01→ Common Stock (188,057 underlying)
Footnotes (3)
- [F1]Reflects disposition of Issuer common stock in connection with the consummation of the transactions contemplated by the Agreement and Plan of Merger, dated January 31, 2021 (the "Merger Agreement"), by and among the Issuer, Horizon Therapeutics USA, Inc., Teiripic Merger Sub, Inc. ("Purchaser"), and for certain purposes, Horizon Therapeutics plc ("Ultimate Parent"), including the completion on March 13, 2021 of a tender offer to purchase all of the outstanding shares of Issuer common stock at a price of $53.00 per share in cash, without interest, less any required withholding taxes (the "Offer Price"), and the consummation of the merger (the "Merger") between the Issuer and Purchaser on on March 15, 2021. Pursuant to the Merger Agreement, as of the effective time of the Merger (the "Effective Time"), each outstanding share of Issuer common stock was cancelled in exchange for the right to receive an amount equal to the Offer Price.
- [F2]Pursuant to the Merger Agreement, at the Effective Time, each of the outstanding options that was otherwise eligible to vest in accordance with its terms on or before June 1, 2021, subject solely to the continued services of the holder of such option with the Issuer through such date, was accelerated and became fully vested, and each of such outstanding options was canceled and converted into the right to receive a cash amount (without interest) equal to the product of (i) the number of shares subject to such option, multiplied by (ii) the excess of (x) $53.00 over (y) the exercise price payable per share under such option.
- [F3]Pursuant to the Merger Agreement, at the Effective Time, each of the unvested and outstanding options that was not otherwise eligible to vest in accordance with its terms on or before June 1, 2021, subject solely to the continued services of the holder of such option with the Issuer through such date, was converted into into an option to purchase Ultimate Parent ordinary shares, subject to substantially the same vesting terms and conditions as were applicable to such option immediately prior to the Effective Time, with respect to the number of Ultimate Parent ordinary shares determined by multiplying (i) the number of shares subject to such option immediately prior to the Effective Time and (ii) an exchange ratio equal to 0.6047.
Documents
Issuer
Viela Bio, Inc.
CIK 0001734517
Entity typeother
Related Parties
1- filerCIK 0001326228
Filing Metadata
- Form type
- 4
- Filed
- Mar 14, 8:00 PM ET
- Accepted
- Mar 15, 9:15 AM ET
- Size
- 15.7 KB