JOHNSON DAVID EDWARD 4
4 · AMAG PHARMACEUTICALS, INC. · Filed Nov 17, 2020
Insider Transaction Report
Form 4
JOHNSON DAVID EDWARD
10% Owner
Transactions
- Disposition to Issuer
Common Stock
2020-11-16−14,676→ 0 total - Disposition to Issuer
Common Stock
2020-11-16−3,499,428→ 0 total(indirect: See footnote) - Disposition to Issuer
Stock Option (Right to Buy)
2020-11-16−6,000→ 0 total→ Common Stock (6,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2020-11-16−9,452→ 0 total→ Common Stock (9,452 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2020-11-16−21,289→ 0 total→ Common Stock (21,289 underlying)
Footnotes (4)
- [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]Such securities are held by an affiliated fund and managed account to which Caligan Partners LP ("Caligan") serves as investment manager. David Johnson is the Partner of Caligan and Managing Member of Caligan Partners GP LLC, the general partner of Caligan.
- [F4]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.