Koh Bong Y 4
4 · AveXis, Inc. · Filed May 15, 2018
Insider Transaction Report
Form 4
AveXis, Inc.AVXS
Koh Bong Y
Director
Transactions
- Disposition to Issuer
Common Stock
2018-05-15−1,106→ 0 total - Disposition to Issuer
Common Stock
2018-05-15−1,035,657→ 0 total(indirect: See Footnote) - Disposition to Issuer
Stock Option (Right to Buy)
2018-05-15−26,496→ 0 totalExercise: $20.00Exp: 2026-02-10→ Common Stock (26,496 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2018-05-15−2,454→ 0 totalExercise: $69.25Exp: 2027-05-30→ Common Stock (2,454 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2018-05-15−2,905→ 0 totalExercise: $133.80Exp: 2028-03-13→ Common Stock (2,905 underlying)
Footnotes (5)
- [F1]On April 6, 2018, the Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement") with Novartis AG, a company organized under the laws of Switzerland ("Parent"), and Novartis AM Merger Corporation, a Delaware corporation and an indirect wholly-owned subsidiary of the Parent ("Purchaser"). Pursuant to the terms of the Merger Agreement and the Offer (as defined in the Merger Agreement), each share of the Issuer's common stock (the "Common Stock") held by the Reporting Person was acquired, subject to adjustment, at a purchase price of $218.00 per share (the "Offer Price") in cash.
- [F2]Represents 1,106 shares underlying Restricted Stock Units (the "RSUs"). Pursuant to the Merger Agreement, each outstanding RSU was canceled in exchange for a lump sum cash payment equal to (i) the Offer Price multiplied by (ii) the number of shares of Common Stock underlying the RSU.
- [F3]The Reporting Person, a member of the Board of Directors of the Issuer, is a member of VHCP Management II, LLC, the sole general partner of Venrock Healthcare Capital Partners II, L.P. ("VHCPII") and the sole manager of VHCP Co-Investment Holdings II, LLC ("Co-Invest II") and, as such, may be deemed to beneficially own the securities owned by each of VHCPII and Co-Invest II. The Reporting Person disclaims beneficial ownership of the shares beneficially owned by VHCPII and Co-Invest II, except to the extent of his pecuniary interest therein.
- [F4]Consists of (i) 736,871 shares held by VHCPII, and (ii) 298,786 shares held by Co-Invest II.
- [F5]Pursuant to the Merger Agreement, each outstanding stock option was canceled in exchange for a lump sum cash payment equal the excess of (A) the Offer Price minus (B) the Exercise Price, multiplied by the number of shares of Common Stock underlying the option.