4//SEC Filing
VITULLO NICOLE 4
Accession 0000904454-20-000088
CIK 0001070336other
Filed
Jan 28, 7:00 PM ET
Accepted
Jan 29, 5:30 PM ET
Size
29.0 KB
Accession
0000904454-20-000088
Insider Transaction Report
Form 4
VITULLO NICOLE
10% Owner
Transactions
- Disposition to Issuer
Stock Option (Right to Buy)
2020-01-28−25,000→ 0 totalExercise: $13.24Exp: 2024-12-02→ Common Stock (25,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2020-01-28−30,000→ 0 totalExercise: $7.54Exp: 2026-01-25→ Common Stock (30,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2020-01-28−30,000→ 0 totalExercise: $2.90Exp: 2028-02-09→ Common Stock (30,000 underlying) - Disposition to Issuer
Common Stock
2020-01-28$6.30/sh−36,431$229,515→ 0 total - Disposition to Issuer
Common Stock
2020-01-28$6.30/sh−3,393,382$21,378,307→ 0 total(indirect: By Domain Partners VIII, L.P.) - Disposition to Issuer
Stock Option (Right to Buy)
2020-01-28−50,000→ 0 totalExercise: $3.10Exp: 2020-12-16→ Common Stock (50,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2020-01-28−25,000→ 0 totalExercise: $3.02Exp: 2023-12-17→ Common Stock (25,000 underlying) - Disposition to Issuer
Common Stock
2020-01-28$6.30/sh−25,159$158,502→ 0 total(indirect: By DP VIII Associates, L.P.) - Disposition to Issuer
Stock Option (Right to Buy)
2020-01-28−20,000→ 0 totalExercise: $7.59Exp: 2021-12-12→ Common Stock (20,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2020-01-28−20,000→ 0 totalExercise: $8.64Exp: 2022-12-18→ Common Stock (20,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2020-01-28−30,000→ 0 totalExercise: $4.09Exp: 2027-01-19→ Common Stock (30,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2020-01-28−42,000→ 0 totalExercise: $2.18Exp: 2029-01-23→ Common Stock (42,000 underlying)
Footnotes (3)
- [F1]Disposed of pursuant to the merger agreement (the "Merger Agreement") among Achillion Pharmaceuticals, Inc. ("Achillion"), Alexion Pharmaceuticals, Inc. ("Alexion") and Beagle Merger Sub, Inc. In addition to the cash consideration of $6.30 per share, each shareholder will also receive one contingent value right ("CVR") per share. Each CVR represents the right to receive contingent cash payments of $1.00 upon the achievement of a certain clinical trial milestone with respect to ACH-5228 and $1.00 upon the achievement of a certain regulatory approval milestone with respect to ACH-4471.
- [F2]The Reporting Person is a Managing Member of Domain Associates, LLC and a Managing Member of One Palmer Square Associates VIII, LLC, which is the sole general partner of Domain Partners VIII, L.P. and DP VIII Associates, L.P. Pursuant to Instruction 4(b)(iv) of Form 4, the Reporting Person has elected to report as indirectly beneficially owned the entire number of securities beneficially owned by each such entity. The Reporting Person disclaims beneficial ownership of any securities, and any proceeds thereof, that exceed her pecuniary interest therein and/or that are not actually distributed to her.
- [F3]Subject to certain conditions, at the effective time, all unexercised options with an exercise price below $6.30 were cancelled and converted into the right to receive (i) a cash payment of (A) $6.30 less the exercise price, multiplied by (B) the number of shares subject thereto and (ii) one CVR per share subject thereto. Options with an exercise price of $6.30 or greater were cancelled and converted into the right to receive a cash payment with respect to each share subject thereto upon each milestone payment date equal to (i) the amount by which, as of the payment date, the sum of (x) $6.30, (y) the amount per share previously paid in respect of any earlier payment date and (z) the amount in cash to be paid at such payment date exceeds the exercise price payable under such option, less (ii) the amount of all payments previously received with respect to such option. Options with an exercise price of $8.30 or greater were cancelled without any consideration payable therefor.
Documents
Issuer
ACHILLION PHARMACEUTICALS INC
CIK 0001070336
Entity typeother
Related Parties
1- filerCIK 0001196863
Filing Metadata
- Form type
- 4
- Filed
- Jan 28, 7:00 PM ET
- Accepted
- Jan 29, 5:30 PM ET
- Size
- 29.0 KB