4//SEC Filing
SYNAGEVA BIOPHARMA CORP 4
Accession 0001209191-15-055574
CIK 0000911326operating
Filed
Jun 22, 8:00 PM ET
Accepted
Jun 23, 10:33 AM ET
Size
27.5 KB
Accession
0001209191-15-055574
Insider Transaction Report
Form 4
Heberlig Chris
Vice President, Finance
Transactions
- Disposition to Issuer
Stock Options (Right to Buy)
2015-06-22−82→ 0 totalExercise: $0.95Exp: 2019-07-01→ Common Stock (82 underlying) - Disposition to Issuer
Stock Options (Right to Buy)
2015-06-22−12,500→ 0 totalExercise: $40.32Exp: 2023-06-06→ Common Stock (12,500 underlying) - Disposition to Issuer
Stock Options (Right to Buy)
2015-06-22−12,000→ 0 totalExercise: $80.35Exp: 2024-06-04→ Common Stock (12,000 underlying) - Disposition to Issuer
Stock Options (Right to Buy)
2015-06-22−838→ 0 totalExercise: $1.70Exp: 2021-05-25→ Common Stock (838 underlying) - Award
Common Stock
2015-06-22$78.87/sh+56$4,417→ 24,446 total - Disposition to Issuer
Common Stock
2015-06-22−446→ 24,000 total - Disposition to Issuer
Common Stock
2015-06-22−24,000→ 0 total - Disposition to Issuer
Stock Options (Right to Buy)
2015-06-22−5,000→ 0 totalExercise: $23.00Exp: 2021-12-20→ Common Stock (5,000 underlying) - Disposition to Issuer
Stock Options (Right to Buy)
2015-06-22−7,500→ 0 totalExercise: $40.74Exp: 2022-06-27→ Common Stock (7,500 underlying)
Footnotes (12)
- [F1]The reporting person is voluntarily reporting the acquisition of shares of the issuer's common stock pursuant to the Synageva BioPharma Corp. Employee Stock Purchase Plan ("ESPP"), for the ESPP purchase period of January 1, 2015 through June 11, 2015. This transaction is also exempt under Rule 16b-3(c).
- [F10]Pursuant to the Merger Agreement, these options, which vest 25% on 06/06/2014 and 1/36 of the remainder of the shares vest and become exercisable monthly thereafter, accelerated, became fully vested and were cancelled pursuant to the Merger Agreement in exchange for an amount in cash and shares of Alexion common stock equal to (i) the Transaction Consideration multiplied by (ii) a number of shares of Synageva common stock equal to (1) $230.00 minus the per share exercise price, divided by (2) $230.00, with the cash portion of such amount rounded down to the nearest cent and with the portion of such amount payable in shares of Parent common stock rounded down to the nearest one thousandth of a share.
- [F11]Pursuant to the Merger Agreement, these options, which vest 25% on 06/27/2013 and 1/36 of the remainder of the shares vest and become exercisable monthly thereafter, accelerated, became fully vested and were cancelled pursuant to the Merger Agreement in exchange for an amount in cash and shares of Alexion common stock equal to (i) the Transaction Consideration multiplied by (ii) a number of shares of Synageva common stock equal to (1) $230.00 minus the per share exercise price, divided by (2) $230.00, with the cash portion of such amount rounded down to the nearest cent and with the portion of such amount payable in shares of Parent common stock rounded down to the nearest one thousandth of a share.
- [F12]Pursuant to the Merger Agreement, these options, which vest 25% on 06/04/2015 and 1/36 of the remainder of the shares vest and become exercisable monthly thereafter, accelerated, became fully vested and were cancelled pursuant to the Merger Agreement in exchange for an amount in cash and shares of Alexion common stock equal to (i) the Transaction Consideration multiplied by (ii) a number of shares of Synageva common stock equal to (1) $230.00 minus the per share exercise price, divided by (2) $230.00, with the cash portion of such amount rounded down to the nearest cent and with the portion of such amount payable in shares of Parent common stock rounded down to the nearest one thousandth of a share.
- [F2]The reporting person is voluntarily reporting the transaction as of June 22, 2015, but the actual transaction took place on June 11, 2015, the last trading of the option period under the ESPP.
- [F3]In accordance with the ESPP, these shares were purchased based on 85% of the closing stock price on January 1, 2015, the first trading day of the option period.
- [F4]These shares are being disposed of in connection with a merger following the completion of an exchange offer by Pulsar Merger Sub Inc., a Delaware corporation ("Purchaser") and Alexion Pharmaceuticals, Inc., a Delaware corporation ("Parent") to purchase all of the issued and outstanding shares of common stock of Synageva, pursuant to an Agreement and Plan of Reorganization (the "Merger Agreement"), dated May 5, 2015, among Parent, Purchaser, Merger Sub, Galaxy Merger Sub LLC and Synageva. Each outstanding share of Synageva common stock was automatically cancelled and converted into the right to receive (a) $115.00 in cash; and (b) 0.6581 of a share of Parent's common stock, without interest, but subject to any required withholding of taxes (the "Transaction Consideration").
- [F5]Represents shares issuable pursuant to a Restricted Stock Unit Award ("RSU"), which vest (x) 25% on June 5, 2015 and (y) 12.5% per six months thereafter.
- [F6]Pursuant to the Merger Agreement, (i) 12,000 RSUs were accelerated and cancelled in exchange for the Transaction Consideration and (ii) 12,000 RSUs were cancelled and converted into restricted stock units of Parent common stock, based on a conversion ratio which vest on the same schedule as the RSUs.
- [F7]Pursuant to the Merger Agreement, these options, which vest 25% on 09/25/2010 and 1/36 of the remainder of the shares vest and become exercisable monthly thereafter, accelerated, became fully vested and were cancelled pursuant to the Merger Agreement in exchange for an amount in cash and shares of Alexion common stock equal to (i) the Transaction Consideration multiplied by (ii) a number of shares of Synageva common stock equal to (1) $230.00 minus the per share exercise price, divided by (2) $230.00, with the cash portion of such amount rounded down to the nearest cent and with the portion of such amount payable in shares of Parent common stock rounded down to the nearest one thousandth of a share.
- [F8]Pursuant to the Merger Agreement, these options, which vest 25% on 05/25/2012 and 1/36 of the remainder of the shares vest and become exercisable monthly thereafter, accelerated, became fully vested and were cancelled pursuant to the Merger Agreement in exchange for an amount in cash and shares of Alexion common stock equal to (i) the Transaction Consideration multiplied by (ii) a number of shares of Synageva common stock equal to (1) $230.00 minus the per share exercise price , divided by (2) $230.00, with the cash portion of such amount rounded down to the nearest cent and with the portion of such amount payable in shares of Parent common stock rounded down to the nearest one thousandth of a share.
- [F9]Pursuant to the Merger Agreement, these options, which vest 25% on 12/20/2012 and 1/36 of the remainder of the shares vest and become exercisable monthly thereafter, accelerated, became fully vested and were cancelled pursuant to the Merger Agreement in exchange for an amount in cash and shares of Alexion common stock equal to (i) the Transaction Consideration multiplied by (ii) a number of shares of Synageva common stock equal to (1) $230.00 minus the per share exercise price, divided by (2) $230.00, with the cash portion of such amount rounded down to the nearest cent and with the portion of such amount payable in shares of Parent common stock rounded down to the nearest one thousandth of a share.
Documents
Issuer
SYNAGEVA BIOPHARMA CORP
CIK 0000911326
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0000911326
Filing Metadata
- Form type
- 4
- Filed
- Jun 22, 8:00 PM ET
- Accepted
- Jun 23, 10:33 AM ET
- Size
- 27.5 KB