Aegerion Pharmaceuticals, Inc. 4
4 · Aegerion Pharmaceuticals, Inc. · Filed Nov 30, 2016
Insider Transaction Report
Form 4
Buono Linda
Sr. VP, Human Resources
Transactions
- Disposition to Issuer
Restricted Stock Units
2016-11-29−4,000→ 0 total→ Common Stock (4,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2016-11-29−75,000→ 0 totalExercise: $5.43Exp: 2026-03-14→ Common Stock (75,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2016-11-29−7,000→ 0 totalExercise: $2.46Exp: 2026-05-09→ Common Stock (7,000 underlying)
Footnotes (6)
- [F1]25% of the shares of common stock underlying this stock option award were to vest on March 14, 2017. The remaining 75% of the shares of common stock underlying this stock option award were to vest thereafter in equal monthly installments through March 14, 2020, subject, with limited exceptions, to the Reporting Person's continued employment with the Issuer.
- [F2]Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of June 14, 2016, by and among the Issuer, QLT Inc. ("QLT") and Isotope Acquisition Corp. ("Isotope"), pursuant to which Isotope was merged with and into the Issuer, effective on November 29, 2016, each option to acquire common stock of the Issuer that was outstanding and unexercised immediately prior to the effective time of the merger that had an exercise price per share equal to or greater than $1.88 (the product obtained by multiplying (i) the exchange ratio of 1.0256 (the "Exchange Ratio") by (ii) $1.83, the closing price of a common share of QLT on November 28, 2016) was cancelled without any payment or other consideration therefor. Following completion of the merger, QLT was renamed "Novelion Therapeutics Inc." ("Novelion").
- [F3]25% of the shares of common stock underlying this stock option award were to vest on May 9, 2017. The remaining 75% of the shares of common stock underlying this stock option award were to vest thereafter in equal monthly installments through May 9, 2020, subject, with limited exceptions, to the Reporting Person's continued employment with the Issuer.
- [F4]Each restricted stock unit represented a contingent right to receive one share of common stock.
- [F5]The restricted stock units were to vest and become exercisable as to 33.34% of the units on May 9, 2017, 33.33% of the units on May 9, 2018 and 33.33% of the units on May 9, 2019, subject, with limited exceptions, to the Reporting Person's continued employment with the Issuer.
- [F6]Pursuant to the Merger Agreement, each restricted stock unit with respect to common stock of the Issuer ("Aegerion RSU") that was outstanding as of immediately prior to the effective time of the merger was exchanged for a restricted stock unit ("Novelion RSU") with respect to a number of common shares of Novelion equal to the product obtained by multiplying (i) the total number of shares of common stock of the Issuer subject to the Aegerion RSU immediately prior to the effective time of the merger by (ii) the Exchange Ratio. Each Novelion RSU is subject to the same terms and conditions applicable to the corresponding Aegerion RSU and the agreements evidencing grant of the Aegerion RSUs thereunder, including vesting terms, but excluding any terms that are rendered inoperative solely by reason of the merger.