SYNAGEVA BIOPHARMA CORP 4
4 · SYNAGEVA BIOPHARMA CORP · Filed Jun 23, 2015
Insider Transaction Report
Form 4
Patel Sanj K
DirectorDirector and President/CEO
Transactions
- Disposition to Issuer
Common Stock
2015-06-22−72,000→ 0 total - Disposition to Issuer
Stock Options (Right to Buy)
2015-06-22−128,000→ 0 totalExercise: $40.32Exp: 2023-06-06→ Common Stock (128,000 underlying) - Disposition to Issuer
Stock Options (Right to Buy)
2015-06-22−120,000→ 0 totalExercise: $80.35Exp: 2024-06-04→ Common Stock (120,000 underlying) - Disposition to Issuer
Common Stock
2015-06-22−286→ 0 total(indirect: Held by Abbey Road Investment Group) - Disposition to Issuer
Common Stock
2015-06-22−1,031→ 72,000 total - Disposition to Issuer
Stock Options (Right to Buy)
2015-06-22−22,512→ 0 totalExercise: $1.70Exp: 2021-05-25→ Common Stock (22,512 underlying) - Disposition to Issuer
Stock Options (Right to Buy)
2015-06-22−136,052→ 0 totalExercise: $23.00Exp: 2021-12-20→ Common Stock (136,052 underlying) - Disposition to Issuer
Stock Options (Right to Buy)
2015-06-22−148,000→ 0 totalExercise: $40.74Exp: 2022-06-27→ Common Stock (148,000 underlying)
Footnotes (9)
- [F1]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").
- [F2]The reporting person has sole voting and investment power over the securities and disclaims beneficial ownership of the securities, except to the extent of his pecuniary interest therein.
- [F3]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.
- [F4]Pursuant to the Merger Agreement, (i) 36,000 RSUs were accelerated and cancelled in exchange for the Transaction Consideration and (ii) 36,000 RSUs were cancelled and converted into a number of restricted stock units of Parent common stock, based on a conversion ratio which vest on the same schedule as the RSUs.
- [F5]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.
- [F6]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.
- [F7]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.
- [F8]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.
- [F9]Pursuant to the Merger Agreement, these option, 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.