4//SEC Filing
Malik Kemal 4
Accession 0001104659-21-142279
CIK 0001280600other
Filed
Nov 21, 7:00 PM ET
Accepted
Nov 22, 9:11 AM ET
Size
10.6 KB
Accession
0001104659-21-142279
Insider Transaction Report
Form 4
Malik Kemal
Director
Transactions
- Disposition from Tender
Common Stock
2021-11-19−1,622→ 0 total - Disposition to Issuer
Option to Purchase Common Stock
2021-11-19−17,956→ 0 totalExercise: $52.61→ Common Stock (17,956 underlying) - Disposition to Issuer
Option to Purchase Common Stock
2021-11-19−3,222→ 0 totalExercise: $115.53→ Common Stock (3,222 underlying)
Footnotes (2)
- [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 September 29, 2021, by and among the Issuer, Merck Sharp & Dohme Corp. ("Parent"), and Astros Merger Sub, Inc., a direct wholly owned subsidiary of Parent ("Merger Sub"), pursuant to which Merger Sub completed a tender offer for shares of common stock of the Issuer (each, a "Share") and thereafter merged with and into the Issuer (the "Merger") effective as of November 19, 2021 (the "Effective Time"). At the Effective Time, each issued and outstanding Share was cancelled and converted into the right to receive $180.00 in cash (the "Offer Price") without interest and subject to applicable withholding taxes.
- [F2]Pursuant to the terms of the Merger Agreement, at the Effective Time, each option to purchase Shares granted under an Issuer equity plan (each, a "Company Stock Option") that was outstanding and unvested immediately prior to the Effective Time vested in full. As of the Effective Time, each Company Stock Option that was outstanding immediately prior to the Effective Time was cancelled, and, in exchange therefor, the holder of such cancelled Company Stock Option was entitled to receive (without interest), in consideration of the cancellation of such Company Stock Option, an amount in cash (less applicable tax withholdings) equal to the product of (x) the total number of Shares subject to such Company Stock Option immediately prior to the Effective Time multiplied by (y) the excess, if any, of the Offer Price over the applicable exercise price per Share under such Company Stock Option.
Documents
Issuer
ACCELERON PHARMA INC
CIK 0001280600
Entity typeother
Related Parties
1- filerCIK 0001797921
Filing Metadata
- Form type
- 4
- Filed
- Nov 21, 7:00 PM ET
- Accepted
- Nov 22, 9:11 AM ET
- Size
- 10.6 KB