4//SEC Filing
DYAX CORP 4
Accession 0000908662-16-000434
CIK 0000907562operating
Filed
Jan 21, 7:00 PM ET
Accepted
Jan 22, 4:07 PM ET
Size
22.2 KB
Accession
0000908662-16-000434
Insider Transaction Report
Form 4
DYAX CORPDYAX
KEMPNER THOMAS L
Director
Transactions
- Disposition to Issuer
Common Stock
2016-01-22−55,041→ 0 total - Disposition to Issuer
Common Stock
2016-01-22−997,336→ 0 total(indirect: By Trust) - Disposition to Issuer
Stock Option (right to buy)
2016-01-22−6,000→ 0 totalExercise: $2.97Exp: 2016-05-18→ Common Stock (6,000 underlying) - Disposition to Issuer
Stock Option (right to buy)
2016-01-22−50,000→ 0 totalExercise: $26.23Exp: 2025-05-12→ Common Stock (50,000 underlying) - Disposition to Issuer
Common Stock
2016-01-22−5,021→ 0 total(indirect: By Spouse) - Disposition to Issuer
Stock Option (right to buy)
2016-01-22−75,000→ 0 totalExercise: $2.09Exp: 2021-05-12→ Common Stock (75,000 underlying) - Disposition to Issuer
Common Stock
2016-01-22−539,805→ 0 total(indirect: By Loeb Holding Corporation) - Disposition to Issuer
Stock Option (right to buy)
2016-01-22−75,000→ 0 totalExercise: $3.82Exp: 2018-05-15→ Common Stock (75,000 underlying) - Disposition to Issuer
Stock Option (right to buy)
2016-01-22−25,000→ 0 totalExercise: $6.17Exp: 2024-05-08→ Common Stock (25,000 underlying)
Footnotes (9)
- [F1]Disposition of securities in connection with the acquisition of Dyax Corp. by Shire plc pursuant to an Agreement and Plan of Merger dated November 2, 2015 by and among Dyax Corp., Shire plc, Shire Pharmaceuticals International, and Parquet Courts, Inc. (the "Merger Agreement"). At the effective time of the merger, these shares of the common stock of Dyax Corp. (the "Common Stock") were cancelled and converted into the right to receive (a) $37.30 per share in cash and (b) one contractual contingent value right ("CVR") per share, which represents the right to receive a contingent payment of $4.00 in cash if the specified milestone is achieved, pursuant to a Contingent Value Rights Agreement ("CVR Agreement") to be entered into between Shire plc and a rights agent.
- [F2]The reporting person is the Chairman, Chief Executive Officer, and also beneficial owner of a majority of the voting stock of Loeb Holding Corporation. The reporting person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.
- [F3]Shares held in trust, of which the reporting person is the trustee, for the benefit of the reporting person's brother's children, the reporting person's children, the reporting person's sister-in-law, and the reporting person.
- [F4]The options became fully exercisable on May 15, 2008.
- [F5]Pursuant to the terms of the Merger Agreement, at the effective time of the merger, these options to purchase Common Stock (whether vested or unvested) were cancelled and converted into only the right to receive (a) an amount in cash equal to the product of (i) the excess of (A) $37.30 over (B) the exercise price per share of such option, and (ii) the number of shares underlying such Company Option and (b) one CVR for each share subject to such option in accordance with and subject to the CVR Agreement.
- [F6]The options became fully exercisable on May 12, 2011.
- [F7]The options became fully exercisable on May 8, 2014.
- [F8]The options became fully exercisable on May 8, 2015.
- [F9]The options became exercisable in twelve (12) substantially equal installments on each monthly anniversary of the date of grant, May 12, 2015.
Documents
Issuer
DYAX CORP
CIK 0000907562
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0000907562
Filing Metadata
- Form type
- 4
- Filed
- Jan 21, 7:00 PM ET
- Accepted
- Jan 22, 4:07 PM ET
- Size
- 22.2 KB