4//SEC Filing
Ardea Biosciences, Inc./DE 4
Accession 0001144204-12-035825
CIK 0001103390operating
Filed
Jun 20, 8:00 PM ET
Accepted
Jun 21, 4:13 PM ET
Size
44.5 KB
Accession
0001144204-12-035825
Insider Transaction Report
Form 4
BAKER FELIX
10% Owner
Transactions
- Disposition to Issuer
Common Stock
2012-06-19$32.00/sh−60,827$1,946,464→ 0 total(indirect: See Footnote) - Disposition to Issuer
Common Stock
2012-06-19$32.00/sh−2,302$73,664→ 0 total(indirect: See Footnote) - Disposition to Issuer
Common Stock
2012-06-19$32.00/sh−65,882$2,108,224→ 0 total(indirect: See Footnote) - Disposition to Issuer
Common Stock
2012-06-19$32.00/sh−1,646,964$52,702,848→ 0 total(indirect: See Footnote) - Disposition to Issuer
Common Stock
2012-06-19$32.00/sh−4,922,226$157,511,232→ 0 total(indirect: See Footnote) - Disposition to Issuer
Warrants
2012-06-19−147,292→ 0 total(indirect: See Footnote)Exercise: $11.14From: 2009-06-17Exp: 2013-12-18→ Common Stock (147,292 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2012-06-19−12,500→ 0 totalExercise: $25.97From: 2011-01-03Exp: 2021-01-02→ Common Stock (12,500 underlying) - Disposition to Issuer
Common Stock
2012-06-19$32.00/sh−99,636$3,188,352→ 0 total(indirect: See Footnote) - Disposition to Issuer
Common Stock
2012-06-19$32.00/sh−116,454$3,726,528→ 0 total(indirect: See Footnote) - Disposition to Issuer
Warrants
2012-06-19−205→ 0 total(indirect: See Footnote)Exercise: $11.14From: 2009-06-17Exp: 2013-12-18→ Common Stock (205 underlying) - Disposition to Issuer
Warrants
2012-06-19−998→ 0 total(indirect: See Footnote)Exercise: $11.14From: 2009-06-17Exp: 2013-12-18→ Common Stock (998 underlying) - Disposition to Issuer
Warrants
2012-06-19−46,195→ 0 total(indirect: See Footnote)Exercise: $11.14From: 2009-06-17Exp: 2013-12-18→ Common Stock (46,195 underlying) - Disposition to Issuer
Warrants
2012-06-19−4,023→ 0 total(indirect: See Footnote)Exercise: $11.14From: 2009-06-17Exp: 2013-12-18→ Common Stock (4,023 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2012-06-19−25,000→ 0 totalExercise: $14.52From: 2010-02-08Exp: 2020-02-07→ Common Stock (25,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2012-06-19−12,500→ 0 totalExercise: $16.47From: 2012-01-03Exp: 2022-01-02→ Common Stock (12,500 underlying)
BAKER JULIAN
10% Owner
Transactions
- Disposition to Issuer
Common Stock
2012-06-19$32.00/sh−65,882$2,108,224→ 0 total(indirect: See Footnote) - Disposition to Issuer
Warrants
2012-06-19−147,292→ 0 total(indirect: See Footnote)Exercise: $11.14From: 2009-06-17Exp: 2013-12-18→ Common Stock (147,292 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2012-06-19−25,000→ 0 totalExercise: $14.52From: 2010-02-08Exp: 2020-02-07→ Common Stock (25,000 underlying) - Disposition to Issuer
Common Stock
2012-06-19$32.00/sh−2,302$73,664→ 0 total(indirect: See Footnote) - Disposition to Issuer
Common Stock
2012-06-19$32.00/sh−60,827$1,946,464→ 0 total(indirect: See Footnote) - Disposition to Issuer
Warrants
2012-06-19−46,195→ 0 total(indirect: See Footnote)Exercise: $11.14From: 2009-06-17Exp: 2013-12-18→ Common Stock (46,195 underlying) - Disposition to Issuer
Warrants
2012-06-19−4,023→ 0 total(indirect: See Footnote)Exercise: $11.14From: 2009-06-17Exp: 2013-12-18→ Common Stock (4,023 underlying) - Disposition to Issuer
Common Stock
2012-06-19$32.00/sh−4,922,226$157,511,232→ 0 total(indirect: See Footnote) - Disposition to Issuer
Warrants
2012-06-19−205→ 0 total(indirect: See Footnote)Exercise: $11.14From: 2009-06-17Exp: 2013-12-18→ Common Stock (205 underlying) - Disposition to Issuer
Warrants
2012-06-19−998→ 0 total(indirect: See Footnote)Exercise: $11.14From: 2009-06-17Exp: 2013-12-18→ Common Stock (998 underlying) - Disposition to Issuer
Common Stock
2012-06-19$32.00/sh−99,636$3,188,352→ 0 total(indirect: See Footnote) - Disposition to Issuer
Common Stock
2012-06-19$32.00/sh−1,646,964$52,702,848→ 0 total(indirect: See Footnote) - Disposition to Issuer
Common Stock
2012-06-19$32.00/sh−116,454$3,726,528→ 0 total(indirect: See Footnote) - Disposition to Issuer
Stock Option (Right to Buy)
2012-06-19−12,500→ 0 totalExercise: $25.97From: 2011-01-03Exp: 2021-01-02→ Common Stock (12,500 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2012-06-19−12,500→ 0 totalExercise: $16.47From: 2012-01-03Exp: 2022-01-02→ Common Stock (12,500 underlying)
BAKER BROS. ADVISORS LP
Director10% Owner
Transactions
- Disposition to Issuer
Common Stock
2012-06-19$32.00/sh−99,636$3,188,352→ 0 total(indirect: See Footnote) - Disposition to Issuer
Warrants
2012-06-19−205→ 0 total(indirect: See Footnote)Exercise: $11.14From: 2009-06-17Exp: 2013-12-18→ Common Stock (205 underlying) - Disposition to Issuer
Warrants
2012-06-19−4,023→ 0 total(indirect: See Footnote)Exercise: $11.14From: 2009-06-17Exp: 2013-12-18→ Common Stock (4,023 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2012-06-19−25,000→ 0 totalExercise: $14.52From: 2010-02-08Exp: 2020-02-07→ Common Stock (25,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2012-06-19−12,500→ 0 totalExercise: $16.47From: 2012-01-03Exp: 2022-01-02→ Common Stock (12,500 underlying) - Disposition to Issuer
Common Stock
2012-06-19$32.00/sh−2,302$73,664→ 0 total(indirect: See Footnote) - Disposition to Issuer
Common Stock
2012-06-19$32.00/sh−1,646,964$52,702,848→ 0 total(indirect: See Footnote) - Disposition to Issuer
Common Stock
2012-06-19$32.00/sh−60,827$1,946,464→ 0 total(indirect: See Footnote) - Disposition to Issuer
Common Stock
2012-06-19$32.00/sh−65,882$2,108,224→ 0 total(indirect: See Footnote) - Disposition to Issuer
Common Stock
2012-06-19$32.00/sh−4,922,226$157,511,232→ 0 total(indirect: See Footnote) - Disposition to Issuer
Common Stock
2012-06-19$32.00/sh−116,454$3,726,528→ 0 total(indirect: See Footnote) - Disposition to Issuer
Warrants
2012-06-19−998→ 0 total(indirect: See Footnote)Exercise: $11.14From: 2009-06-17Exp: 2013-12-18→ Common Stock (998 underlying) - Disposition to Issuer
Warrants
2012-06-19−46,195→ 0 total(indirect: See Footnote)Exercise: $11.14From: 2009-06-17Exp: 2013-12-18→ Common Stock (46,195 underlying) - Disposition to Issuer
Warrants
2012-06-19−147,292→ 0 total(indirect: See Footnote)Exercise: $11.14From: 2009-06-17Exp: 2013-12-18→ Common Stock (147,292 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2012-06-19−12,500→ 0 totalExercise: $25.97From: 2011-01-03Exp: 2021-01-02→ Common Stock (12,500 underlying)
Footnotes (11)
- [F1]Effective June 19, 2012, pursuant to that certain Agreement and Plan of Merger, dated as of April 21, 2012, by and among Ardea Biosciences, Inc. (the "Issuer"), Zeneca Inc. ("Zeneca") and QAM Corp., a wholly owned subsidiary of Zeneca ("QAM"), QAM merged with and into the Issuer, with the Issuer continuing as the surviving corporation and as a wholly owned subsidiary of Zeneca (the "Merger"). As consideration for the Merger, the outstanding shares of common stock of the Issuer were automatically cancelled and converted into a right to receive $32.00 per share in cash, without interest.
- [F10]Exercisable immediately on date of grant, subject to a right of repurchase on behalf of the Issuer that lapses 12 months following the date of grant.
- [F11]Baker Bros. Advisors, LLC (the "Adviser") serves as the Investment Adviser to the Funds. In connection with the services provided by the Adviser, the Adviser receives an asset-based management fee that does not confer any pecuniary interest in the securities held by the Funds. Julian C. Baker and Felix J. Baker are principals of the Adviser. The Adviser has complete and unlimited discretion and authority with respect to the investment and voting power of the securities held by the Funds. The general partners of the Funds relinquished to the Adviser all discretion and authority with respect to the investment and voting power of the securities held by the Funds.
- [F2]Pursuant to the Merger, the common stock of the Issuer directly held by FBB Associates was converted into a right to receive $32.00 per share in cash, without interest. Julian C. Baker and Felix J. Baker are the sole partners of FBB Associates.
- [F3]Pursuant to the Merger, the common stock of the Issuer directly held by Baker Bros. Investments, L.P. ("Baker Bros. Investments"), a limited partnership of which the sole general partner is Baker Bros. Capital, L.P. , a limited partnership of which the sole general partner is Baker Bros. Capital (GP), LLC, was converted into a right to receive $32.00 per share in cash, without interest. Julian C. Baker and Felix J. Baker are the controlling members of Baker Bros. Capital (GP), LLC.
- [F4]Pursuant to the Merger, the common stock of the Issuer directly held by Baker Bros. Investments II, L.P. ("Baker Bros. Investments II"), a limited partnership of which the sole general partner is Baker Bros. Capital, L.P. , a limited partnership of which the sole general partner is Baker Bros. Capital (GP), LLC, was converted into a right to receive $32.00 per share in cash, without interest. Julian C. Baker and Felix J. Baker are the controlling members of Baker Bros. Capital (GP), LLC. Pursuant to the Merger, the warrants to purchase shares of the Issuer's common stock directly held by Baker Bros. Investments II were cancelled and converted into the right to receive a cash payment equal to the excess of $32.00 over the per share exercise price of such warrants for each share of the Issuer's common stock subject to such warrants, without interest and less the amount of any required tax withholding.
- [F5]Pursuant to the Merger, the common stock of the Issuer directly held by Baker Tisch Investments, L.P. ("Baker Tisch"), a limited partnership of which the sole general partner is Baker Tisch Capital, L.P. , a limited partnership of which the sole general partner is Baker Tisch Capital (GP), LLC, was converted into a right to receive $32.00 per share in cash, without interest. Julian C. Baker and Felix J. Baker are the controlling members of Baker Tisch Capital (GP), LLC. Pursuant to the Merger, the warrants to purchase shares of the Issuer's common stock directly held by Baker Tisch were cancelled and converted into the right to receive a cash payment equal to the excess of $32.00 over the per share exercise price of such warrants for each share of the Issuer's common stock subject to such warrants, without interest and less the amount of any required tax withholding.
- [F6]Pursuant to the Merger, the common stock of the Issuer directly held by 667, L.P. ("667"), a limited partnership of which the sole general partner is Baker Biotech Capital, L.P. , a limited partnership of which the sole general partner is Baker Biotech Capital (GP), LLC, was converted into a right to receive $32.00 per share in cash, without interest. Julian C. Baker and Felix J. Baker are the controlling members of Baker Biotech Capital (GP), LLC. Pursuant to the Merger, the warrants to purchase shares of the Issuer's common stock directly held by 667 were cancelled and converted into the right to receive a cash payment equal to the excess of $32.00 over the per share exercise price of such warrants for each share of the Issuer's common stock subject to such warrants, without interest and less the amount of any required tax withholding.
- [F7]Pursuant to the Merger, the common stock of the Issuer directly held by Baker Brothers Life Sciences, L.P. ("Life Sciences"), a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital, L.P., a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital (GP), LLC, was converted into a right to receive $32.00 per share in cash, without interest. Julian C. Baker and Felix J. Baker are the controlling members of Baker Brothers Life Sciences Capital (GP), LLC. Pursuant to the Merger, the warrants to purchase shares of the Issuer's common stock directly held by Life Sciences were cancelled and converted into the right to receive a cash payment equal to the excess of $32.00 over the per share exercise price of such warrants for each share of the Issuer's common stock subject to such warrants, without interest and less the amount of any required tax withholding.
- [F8]Pursuant to the Merger, the common stock of the Issuer directly held by 14159, L.P. ("14159", and together with Baker Bros. Investments, Baker Bros. Investments II, Baker Tisch, 667 and Life Sciences, the "Funds"), a limited partnership of which the sole general partner is 14159 Capital, L.P. , a limited partnership of which the sole general partner is 14159 Capital (GP), LLC, was converted into a right to receive $32.00 per share in cash, without interest. Julian C. Baker and Felix J. Baker are the controlling members of 14159 Capital (GP), LLC. Pursuant to the Merger, the warrants to purchase shares of the Issuer's common stock directly held by 14159 were cancelled and converted into the right to receive a cash payment equal to the excess of $32.00 over the per share exercise price of such warrants for each share of the Issuer's common stock subject to such warrants, without interest and less the amount of any required tax withholding.
- [F9]Pursuant to the Merger, the options to purchase shares of the Issuer's common stock held by Felix J. Baker were cancelled and converted into the right to receive a cash payment equal to the excess of $32.00 over the per share exercise price of such options for each share of the Issuer's common stock subject to such options, without interest and less the amount of any required tax withholding.
Documents
Issuer
Ardea Biosciences, Inc./DE
CIK 0001103390
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001103390
Filing Metadata
- Form type
- 4
- Filed
- Jun 20, 8:00 PM ET
- Accepted
- Jun 21, 4:13 PM ET
- Size
- 44.5 KB