4//SEC Filing
Vittiglio Joseph 4
Accession 0001104659-20-126324
CIK 0000792977other
Filed
Nov 16, 7:00 PM ET
Accepted
Nov 17, 3:44 PM ET
Size
21.1 KB
Accession
0001104659-20-126324
Insider Transaction Report
Form 4
Vittiglio Joseph
SVP, General Counsel
Transactions
- Disposition to Issuer
Common Stock
2020-11-16−92,244→ 0 total - Disposition to Issuer
Stock Option (Right to Buy)
2020-11-16−25,000→ 0 total→ Common Stock (25,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2020-11-16−30,000→ 0 total→ Common Stock (30,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2020-11-16−20,000→ 0 total→ Common Stock (20,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2020-11-16−20,000→ 0 total→ Common Stock (20,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2020-11-16−20,000→ 0 total→ Common Stock (20,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2020-11-16−35,000→ 0 total→ Common Stock (35,000 underlying)
Footnotes (5)
- [F1]This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of October 1, 2020, by and among the Issuer, Covis Group S.a.r.l. ("Parent"), and Covis Mergerco Inc., a direct wholly owned subsidiary of Parent ("Merger Sub"), and (in respect of specific matters) Covis Finco S.a r.l., pursuant to which Merger Sub merged with and into the Issuer (the "Merger") effective as of November 16, 2020 (the "Effective Time"). Immediately prior to the Effective Time, each issued and outstanding share of common stock of the Issuer (each, a "Share") was cancelled and converted into the right to receive $13.75 in cash (the "Merger Consideration") without interest and subject to applicable withholding taxes.
- [F2]A portion of this amount consists of unvested restricted stock units ("RSUs"). Each Company RSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, was cancelled and automatically converted into the right to receive for each Share underlying such RSU, without interest and subject to deduction for any required withholding taxes, an amount in cash from Parent or the Issuer equal to the Merger Consideration.
- [F3]A portion of this amount consists of unvested performance-based restricted stock units ("PRSUs") at the target amount that could have been delivered pursuant to the award. Each Company PRSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, was cancelled and automatically converted into the right to receive for each Share underlying such PRSU that would vest at the higher of (i) 100% target performance level, multiplied by a fraction, the numerator of which shall be the number of calendar days from the first day of the Company PRSU's performance measurement period to the Expiration Date and the denominator of which shall be the number of days in the Company PRSU's performance measurement period, or
- [F4](ii) the actual level of achievement of performance goals, calculated from the first day of the Company PRSU's performance measurement period through the end of the calendar month immediately preceding the Expiration Date, without interest and subject to deduction for any required withholding taxes, an amount in cash from Parent or the Issuer equal to the Merger Consideration.
- [F5]Immediately prior to the Effective Time, each Company option that was outstanding (whether vested or unvested) and then exercisable for a per share exercise price less than the Merger Consideration that would be payable in respect of the Shares underlying such Company option (any such Company option, an "In-the-Money Cash Out Option") was cancelled and automatically converted into the right to receive for each Share underlying such Company option, without interest and subject to deduction for any required withholding under applicable tax law, an amount in cash from Parent or the Issuer equal to the excess of the Merger Consideration over the per share exercise price of such Company option. All Company options that were not In-the-Money Cash Out Options were cancelled at the Effective Time without payment of any consideration.
Documents
Issuer
AMAG PHARMACEUTICALS, INC.
CIK 0000792977
Entity typeother
Related Parties
1- filerCIK 0001551776
Filing Metadata
- Form type
- 4
- Filed
- Nov 16, 7:00 PM ET
- Accepted
- Nov 17, 3:44 PM ET
- Size
- 21.1 KB