4//SEC Filing
AYRES JOHN C 4
Accession 0001209191-19-042714
CIK 0001509190other
Filed
Jul 17, 8:00 PM ET
Accepted
Jul 18, 7:36 PM ET
Size
22.7 KB
Accession
0001209191-19-042714
Insider Transaction Report
Form 4
AYRES JOHN C
SEE REMARKS
Transactions
- Disposition to Issuer
Common Stock
2019-07-18−129,889→ 0 total - Disposition to Issuer
Stock Option (Right to Buy)
2019-07-18−70,000→ 0 totalExercise: $3.14→ Common Stock (70,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2019-07-18−37,500→ 0 totalExercise: $8.02→ Common Stock (37,500 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2019-07-18−82,627→ 0 totalExercise: $4.22→ Common Stock (82,627 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2019-07-18−66,667→ 0 totalExercise: $20.40→ Common Stock (66,667 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2019-07-18−25,000→ 0 totalExercise: $17.18→ Common Stock (25,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2019-07-18−60,000→ 0 totalExercise: $4.83→ Common Stock (60,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2019-07-18−20,000→ 0 totalExercise: $18.42→ Common Stock (20,000 underlying)
Footnotes (4)
- [F1]On July 18, 2019, pursuant to that certain Agreement and Plan of Merger dated April 26, 2019 (the "Merger Agreement") among Aratana Therapeutics, Inc. (the "Company"), Elanco Animal Health Incorporated ("Elanco") and Elanco Athens, Inc., a Delaware corporation and a direct wholly owned subsidiary of Elanco ("Elanco Athens"), Elanco Athens merged with and into the Company (the "Merger"), with the Company surviving as a wholly owned subsidiary of Elanco. Pursuant to the Merger Agreement, each outstanding share of Company common stock (other than certain excluded shares as described in the Merger Agreement) was converted into the right to receive (A) 0.1481 validly issued, fully paid and non-assessable shares of Elanco common stock (the "Stock Consideration"), having a market value of $4.91 on the effective date of the Merger, and (B) one contingent value right, which represents the contractual right to receive a contingent cash (continued in footnote 2)
- [F2](continued from footnote 1) payment of $0.25 per share of Company common stock if a specified milestone is achieved within agreed time periods, subject to and in accordance with the CVR Agreement, dated July 18, 2019, by and among Elanco, Broadridge Corporate Issuer Solutions, Inc., and UMB Bank, National Association (together with the Stock Consideration, the "Merger Consideration").
- [F3]Pursuant to the terms of the Merger Agreement, immediately prior to the effective time of the Merger, the vesting of all outstanding unvested Company restricted stock awards was accelerated in full and each such restricted stock award was cancelled and terminated as of the effective time of the Merger. Each holder of a Company restricted stock award received the right to the Merger Consideration due with respect to the shares of Company common stock received in exchange for such accelerated restricted stock awards.
- [F4]Pursuant to the terms of the Merger Agreement, immediately prior to the effective time of the Merger, the vesting of each outstanding Company option was accelerated in full and each such option was net exercised and immediately cancelled and terminated. Each holder of such a Company option was treated as holding the number of shares of Company common stock issuable upon exercise of the option in full multiplied by the Net Exercise Ratio (as defined in the Merger Agreement), and received the right to the Merger Consideration with respect to such shares.
Documents
Issuer
ARATANA THERAPEUTICS, INC.
CIK 0001509190
Entity typeother
Related Parties
1- filerCIK 0001763067
Filing Metadata
- Form type
- 4
- Filed
- Jul 17, 8:00 PM ET
- Accepted
- Jul 18, 7:36 PM ET
- Size
- 22.7 KB