4//SEC Filing
ROSA-BJORKESON DAGMAR 4
Accession 0001104659-23-117104
CIK 0001270073other
Filed
Nov 12, 7:00 PM ET
Accepted
Nov 13, 2:43 PM ET
Size
15.1 KB
Accession
0001104659-23-117104
Insider Transaction Report
Form 4
ROSA-BJORKESON DAGMAR
Director
Transactions
- Disposition to Issuer
Common Stock
2023-11-08$19.00/sh−11,625$220,875→ 0 total - Disposition to Issuer
Option to Purchase Common Stock
2023-11-08−17,719→ 0 totalExercise: $17.08→ Common Stock (17,719 underlying) - Disposition to Issuer
Option to Purchase Common Stock
2023-11-08−12,790→ 0 totalExercise: $16.82→ Common Stock (12,790 underlying) - Disposition to Issuer
Option to Purchase Common Stock
2023-11-08−12,547→ 0 totalExercise: $9.17→ Common Stock (12,547 underlying) - Disposition from Tender
Common Stock
2023-11-08$19.00/sh−14,766$280,554→ 0 total
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 September 26, 2023, among the Issuer, Alfasigma S.p.A. ("Alfasigma"), and Interstellar Acquisition Inc., a wholly owned subsidiary of Alfasigma ("Purchaser"), pursuant to which Purchaser completed a tender offer for shares of common stock of the Issuer ("Company Common Stock") and thereafter merged with and into the Issuer, effective as of November 8, 2023 (the "Effective Time"). At the Effective Time, each issued and outstanding share of Company Common Stock was cancelled and converted into the right to receive $19.00 in cash (the "Offer Price") without interest and subject to applicable withholding taxes.
- [F2]Represents restricted stock units ("RSUs") granted to the Reporting Person. Each RSU represented a contingent right to receive one share of Company Common Stock upon vesting of the RSU.
- [F3]Pursuant to the Merger Agreement, at the Effective Time, each RSU that was outstanding as of immediately prior to the Effective Time was cancelled and converted into the contingent right to receive a cash payment (without interest and subject to any applicable tax withholding) equal to (A) the Offer Price, multiplied by (B) the number of shares of Company Common Stock subject to such RSU. Such payment right will vest and become payable in accordance with vesting schedule (including any vesting acceleration provisions) that applied to the corresponding portion of the applicable RSUs immediately prior to the Effective Time.
- [F4]Pursuant to the Merger Agreement, each option to purchase shares of Company Common Stock that was outstanding and unexercised as of immediately prior to the Effective Time, whether or not vested, with a per share exercise price that was less than the Offer Price, was cancelled and converted into the right to receive a cash payment (without interest, and less any applicable withholding taxes) equal to (A) the excess of (x) the Offer Price over (y) the exercise price payable per share of Company Common Stock under such option, multiplied by (B) the total number of shares of Company Common Stock subject to such option immediately prior to the Effective Time.
Documents
Issuer
INTERCEPT PHARMACEUTICALS, INC.
CIK 0001270073
Entity typeother
Related Parties
1- filerCIK 0001643934
Filing Metadata
- Form type
- 4
- Filed
- Nov 12, 7:00 PM ET
- Accepted
- Nov 13, 2:43 PM ET
- Size
- 15.1 KB