4//SEC Filing
Aghazadeh Behzad 4
Accession 0001104659-20-117806
CIK 0000722830other
Filed
Oct 22, 8:00 PM ET
Accepted
Oct 23, 5:35 PM ET
Size
16.0 KB
Accession
0001104659-20-117806
Insider Transaction Report
Form 4
IMMUNOMEDICS INCIMMU
Avoro Capital Advisors LLC
Director
Transactions
- Disposition to Issuer
Common Stock
2020-10-23−13,516→ 0 total - Disposition to Issuer
Common Stock
2020-10-23−26,250,000→ 0 total(indirect: See footnotes) - Disposition to Issuer
Restricted Stock Unit
2020-10-23−103,718→ 0 total→ Common Stock (103,718 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2020-10-23−202,614→ 0 total→ Common Stock (202,614 underlying)
Aghazadeh Behzad
Director10% OwnerOther
Transactions
- Disposition to Issuer
Common Stock
2020-10-23−26,250,000→ 0 total(indirect: See footnotes) - Disposition to Issuer
Restricted Stock Unit
2020-10-23−103,718→ 0 total→ Common Stock (103,718 underlying) - Disposition to Issuer
Common Stock
2020-10-23−13,516→ 0 total - Disposition to Issuer
Stock Option (Right to Buy)
2020-10-23−202,614→ 0 total→ Common Stock (202,614 underlying)
Footnotes (5)
- [F1]In connection with the consummation of the Merger, at the Effective Time, each share of common stock, par value $0.01 per share, of the Company ("Common Stock") that was outstanding immediately prior to the Effective Time (other than certain shares specified in the Agreement) was automatically cancelled and converted into the right to receive $88.00 in cash (the "Offer Price"), without interest and subject to required withholding taxes.
- [F2]Such securities were held on behalf of accounts managed by Avoro Capital Advisors LLC (formerly venBio Select Advisor LLC), a Delaware limited liability company (the "Investment Manager") and Avoro Life Sciences Fund LLC (formerly venBio Select Fund LLC), a Delaware limited liability company, a fund managed by the Investment Manager. Behzad Aghazadeh ("Dr. Aghazadeh," and together with the Investment Manager, the "Reporting Persons") serves as the portfolio manager and controlling person of the Investment Manager.
- [F3]The filing of this statement shall not be deemed an admission that either of the Reporting Persons was the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Act of 1934, as amended, or otherwise. Each of the Reporting Persons expressly disclaims beneficial ownership of the securities reported herein except to the extent of its or his pecuniary interest therein.
- [F4]In connection with the consummation of the Merger, at the Effective Time, each option to purchase shares of Common Stock ("Stock Option") that was outstanding as of immediately prior to the Effective Time, whether vested or not vested, was automatically cancelled and converted into the right to receive an amount in cash equal to (i) the excess, if any, of the Offer Price over the exercise price payable per share subject to such Stock Option, multiplied by (ii) the total number of shares of Common Stock subject to such Stock Option immediately prior to the Effective Time. Any Stock Option that had an exercise price per share that was equal to or greater than the Offer Price was cancelled for no consideration.
- [F5]In connection with the consummation of the Merger, at the Effective Time, each restricted stock unit to acquire shares of Common Stock ("Restricted Stock Unit") that was outstanding as of immediately prior to the Effective Time, whether vested or unvested, was automatically cancelled and converted into the right to receive an amount in cash equal to (A) the Offer Price, multiplied by (B) the total number of shares of Common Stock subject to such Restricted Stock Unit immediately prior to the Effective Time.
Documents
Issuer
IMMUNOMEDICS INC
CIK 0000722830
Entity typeother
Related Parties
1- filerCIK 0001701815
Filing Metadata
- Form type
- 4
- Filed
- Oct 22, 8:00 PM ET
- Accepted
- Oct 23, 5:35 PM ET
- Size
- 16.0 KB