4//SEC Filing
Kovner Bruce 4
Accession 0000919574-22-000043
CIK 0001634432other
Filed
Jan 4, 7:00 PM ET
Accepted
Jan 5, 12:43 PM ET
Size
14.1 KB
Accession
0000919574-22-000043
Insider Transaction Report
Form 4
Kovner Bruce
10% Owner
Transactions
- Other
Ordinary Shares Warrant (right to buy)
2021-10-05−2,220,000→ 0 totalExercise: $2.50From: 2017-06-28Exp: 2022-06-28→ Ordinary Shares, $0.01 par value (2,220,000 underlying) - Other
Ordinary Shares, $0.01 par value
2021-10-05−8,060,682→ 0 total
CDK ASSOCIATES, L.L.C.
10% Owner
Transactions
- Other
Ordinary Shares, $0.01 par value
2021-10-05−8,060,682→ 0 total - Other
Ordinary Shares Warrant (right to buy)
2021-10-05−2,220,000→ 0 totalExercise: $2.50From: 2017-06-28Exp: 2022-06-28→ Ordinary Shares, $0.01 par value (2,220,000 underlying)
CAXTON CORP
10% Owner
Transactions
- Other
Ordinary Shares, $0.01 par value
2021-10-05−8,060,682→ 0 total - Other
Ordinary Shares Warrant (right to buy)
2021-10-05−2,220,000→ 0 totalExercise: $2.50From: 2017-06-28Exp: 2022-06-28→ Ordinary Shares, $0.01 par value (2,220,000 underlying)
Footnotes (4)
- [F1]These reported securities were disposed of pursuant to the Issuer's transaction with Xeris Pharmaceuticals, Inc., Xeris Biopharma Holdings, Inc. ("Holdco") and Wells MergerSub, Inc., a wholly owned subsidiary of Holdco, pursuant to a Transaction Agreement dated May 24, 2021 (the "Transaction Agreement) in which Holdco would acquire the Issuer (the "Acquisition") by means of a scheme of arrangement (the "Scheme") under Irish law for a per share consideration of 0.7840 newly issued shares of Holdco common stock, and cash in lieu of fractions thereof, plus one contingent value right worth up to an additional $1.00 payable in cash, Holdco common stock or a combination thereof at Holdco's sole election. Pursuant to the Transaction Agreement, the Issuer's outstanding warrants were treated as follows: (i) each outstanding and unexercised Strongbridge Private Placement Warrant was assumed by Holdco such that the applicable holders will have the right to subscribe for Holdco Shares,
- [F2](continued from Footnote 1) in accordance with certain terms of the Strongbridge Private Placement Warrant, (ii) each outstanding and unexercised Strongbridge Assumed Warrant was assumed by Holdco such that, upon exercise, the applicable holders will have the right to have delivered to them the Reference Property, in accordance with certain terms of the Strongbridge Assumed Warrants (each defined in the Transaction Agreement). Effective as of October 5, 2021, Holdco completed the Acquisition pursuant to the Scheme. The foregoing description of the Transaction Agreement is qualified in its entirety by reference to the Transaction Agreement, which is filed as Exhibit 2.1 to the Form 8-K filed by the Issuer on May 24, 2021, and is incorporated by reference herein.
- [F3]These shares represent (a) 7,529,834 Ordinary Shares that were owned directly by CDK Associates, LLC, which is a reporting person, and may be deemed to have been indirectly beneficially owned by (i) Caxton Corporation, the manager of CDK Associates, LLC, and (ii) Bruce Kovner, the chairman and sole shareholder of Caxton Corporation; and (b) 530,848 Ordinary Shares that were beneficially owned by employees of an affiliate of Caxton Corporation and may be deemed to have been indirectly beneficially owned by (i) Caxton Corporation and (ii) Bruce Kovner, the chairman and sole shareholder of Caxton Corporation.
- [F4]These securities represent (a) 2,100,000 Warrants that were owned directly by CDK Associates, LLC, which is a reporting person, and may be deemed to have been indirectly beneficially owned by (i) Caxton Corporation, the manager of CDK Associates, LLC, and (ii) Bruce Kovner, the chairman and sole shareholder of Caxton Corporation; and (b) 120,000 Warrants that were beneficially owned by employees of an affiliate of Caxton Corporation and may be deemed to have been indirectly beneficially owned by (i) Caxton Corporation and (ii) Bruce Kovner, the chairman and sole shareholder of Caxton Corporation.
Documents
Issuer
Strongbridge Biopharma plc
CIK 0001634432
Entity typeother
Related Parties
1- filerCIK 0001325713
Filing Metadata
- Form type
- 4
- Filed
- Jan 4, 7:00 PM ET
- Accepted
- Jan 5, 12:43 PM ET
- Size
- 14.1 KB