4//SEC Filing
HUMAN GENOME SCIENCES INC 4
Accession 0001181431-12-043030
CIK 0000901219operating
Filed
Jul 31, 8:00 PM ET
Accepted
Aug 1, 5:28 PM ET
Size
9.1 KB
Accession
0001181431-12-043030
Insider Transaction Report
Form 4
GLAXOSMITHKLINE PLC
Director10% Owner
Transactions
- Purchase
Common Stock, par value $0.01 per share
2012-07-30$14.25/sh+4,934,743$70,320,088→ 163,595,621 total(indirect: See Explanation of Responses) - Purchase
Common Stock, par value $0.01 per share
2012-08-01$14.25/sh+1,788,186$25,481,651→ 165,383,807 total(indirect: See Explanation of Responses)
Footnotes (4)
- [F1]Reflects the shares of Human Genome Sciences, Inc. ("HGS") common stock acquired during the subsequent offering period of the tender offer effected pursuant to the Agreement and Plan of Merger, dated as of July 16, 2012, entered into by and among the Reporting Person, H. Acquisition Corp. ("HAC") and HGS (the "Merger Agreement"), which commenced on July 30, 2012, including 4,933,833 shares acquired pursuant to guaranteed delivery procedures.
- [F2]Reflects the shares of HGS common stock acquired during the subsequent offering period of the tender offer effected pursuant to the Merger Agreement, which commenced on July 30, 2012, including 765,169 shares acquired pursuant to guaranteed delivery procedures.
- [F3]The Reporting Person is filing this Form 4 on behalf of itself and on behalf of HAC, a Delaware corporation and an indirect wholly owned subsidiary of the Reporting Person, with principal executive offices located at One Franklin Plaza (FP 2355), 200 North 16th Street, Philadelphia, PA 19102. The shares of common stock to which this Form 4 relates were acquired by HAC in a tender offer for all outstanding shares of common stock of HGS, upon the terms and subject to the conditions set forth in the Offer to Purchase dated May 10, 2012, which was annexed to and filed with the Schedule TO filed by the Reporting Person with the Securities and Exchange Commission on May 10, 2012, as amended and supplemented from time to time (the "Offer").
- [F4]Pursuant to the Merger Agreement, immediately following the closing of the Offer, the Reporting Person was entitled to designate a number of directors of HGS, rounded up to the next whole number, equal to the product of the total number of directors on HGS's board of directors and the percentage that the number of shares beneficially owned by the Reporting Person and its subsidiaries bore to the total number of shares outstanding. Accordingly, on July 30, 2012, following the closing of the Offer, all of the directors of HGS resigned from the HGS board of directors, other than Argeris N. Karabelas, Augustine Lawlor and Gregory Norden, and such remaining directors of HGS appointed Deirdre Connelly, Roger Connor, Chester Koczynski, Adrian Rawcliffe, David Redfern, Ian Tomlinson and Daniel Troy, each of whom was designated by the Reporting Person, to the HGS board of directors. Each of the foregoing individuals is an employee of the Reporting Person.
Documents
Issuer
HUMAN GENOME SCIENCES INC
CIK 0000901219
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0000901219
Filing Metadata
- Form type
- 4
- Filed
- Jul 31, 8:00 PM ET
- Accepted
- Aug 1, 5:28 PM ET
- Size
- 9.1 KB