4//SEC Filing
Miller Christine Ann 4
Accession 0001104659-23-080690
CIK 0001410939other
Filed
Jul 12, 8:00 PM ET
Accepted
Jul 13, 2:00 PM ET
Size
15.3 KB
Accession
0001104659-23-080690
Insider Transaction Report
Form 4
IVERIC bio, Inc.ISEE
Miller Christine Ann
Director
Transactions
- Disposition to Issuer
Restricted Stock Units
2023-07-11−10,000→ 0 total→ Common Stock (10,000 underlying) - Disposition to Issuer
Common Stock
2023-07-11−13,075→ 0 total - Disposition to Issuer
Restricted Stock Units
2023-07-11−7,500→ 0 total→ Common Stock (7,500 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2023-07-11−31,000→ 0 totalExercise: $14.31Exp: 2032-01-04→ Common Stock (31,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2023-07-11−12,835→ 0 totalExercise: $9.94Exp: 2032-05-11→ Common Stock (12,835 underlying)
Footnotes (4)
- [F1]On July 11, 2023, (R)pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated April 28, 2023, by and among IVERIC bio, Inc. ("IVERIC"), Astellas US Holding, Inc., Berry Merger Sub, Inc. ("Merger Sub") and, solely as provided by Section 8.10(b) of the Merger Agreement, Astellas Pharma Inc. ("Astellas"), Merger Sub merged with and into IVERIC, with IVERIC surviving the merger and becoming an indirect wholly owned subsidiary of Astellas (the "Merger"). At the effective time of the Merger (the "Effective Time"), each share of IVERIC common stock ("Common Stock") reported in this Form 4 was automatically cancelled and was converted into the right to receive $40.00 in cash, without interest and less any applicable withholding taxes.
- [F2]Each IVERIC restricted stock unit ("RSU") represented the contingent right to receive one share of Common Stock upon vesting of the RSU.
- [F3]Pursuant to the Merger Agreement, at the Effective Time, each RSU reported in this Form 4 was cancelled and converted into the right to receive a cash payment (subject to any applicable tax withholding) equal to (1) $40.00, multiplied by (2) the number of shares of Common Stock subject to such RSU.
- [F4]Pursuant to the Merger Agreement, at the Effective Time, each option to acquire Common Stock ("IVERIC Option") reported in this Form 4 which had a per share exercise price less than $40.00 was cancelled and converted into the right to receive a cash payment (subject to any applicable tax withholding) equal to (1) the excess of $40.00 over the exercise price per share of Common Stock underlying such IVERIC Option, multiplied by (2) the total number of shares of Common Stock subject to such IVERIC Option immediately prior to the Effective Time (without regard to vesting). Each IVERIC Option reported in this Form 4 which had a per share exercise price $40.00 or greater was cancelled with no consideration payable in respect thereof.
Documents
Issuer
IVERIC bio, Inc.
CIK 0001410939
Entity typeother
Related Parties
1- filerCIK 0001903530
Filing Metadata
- Form type
- 4
- Filed
- Jul 12, 8:00 PM ET
- Accepted
- Jul 13, 2:00 PM ET
- Size
- 15.3 KB