4//SEC Filing
Cleveland Paul B 4
Accession 0001209191-19-053912
CIK 0001423824other
Filed
Oct 23, 8:00 PM ET
Accepted
Oct 24, 6:56 PM ET
Size
19.9 KB
Accession
0001209191-19-053912
Insider Transaction Report
Form 4
Cleveland Paul B
Director
Transactions
- Disposition to Issuer
Stock Option (Right to Buy)
2019-10-22−12,700→ 0 totalExercise: $38.54Exp: 2025-08-25→ Common Stock (12,700 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2019-10-22−15,000→ 0 totalExercise: $16.90Exp: 2027-05-23→ Common Stock (15,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2019-10-22−22,500→ 0 totalExercise: $11.01Exp: 2029-05-22→ Common Stock (22,500 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2019-10-22−100,000→ 0 totalExercise: $11.95Exp: 2028-03-25→ Common Stock (100,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2019-10-22−17,300→ 0 totalExercise: $32.76Exp: 2025-09-29→ Common Stock (17,300 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2019-10-22−15,000→ 0 totalExercise: $29.26Exp: 2026-05-25→ Common Stock (15,000 underlying)
Footnotes (8)
- [F1]On September 16, 2019, the Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement") with H. Lundbeck A/S ("Lundbeck"), Lundbeck LLC and Violet Acquisition Corp., a wholly owned subsidiary of Lundbeck ("Purchaser"). On October 22, 2019 (the "Effective Time"), Purchaser merged with and into the Issuer pursuant to Section 251(h) of the General Corporation Law of the State of Delaware, with the Issuer being the surviving corporation and becoming a wholly-owned subsidiary of Lundbeck.
- [F2]The shares subject to this option shall vest and become exercisable at a rate of one-third of the shares underlying the option on the one-year anniversary of August 18, 2015, the vesting commencement date, one-third of the shares underlying the option on the two-year anniversary of the vesting commencement date and one-third of the shares underlying the option on the three-year anniversary of the vesting commencement date, for so long as the recipient of the option provides continuous service to the Issuer, such that the total shares underlying the option shall be fully vested on the three-year anniversary of the vesting commencement date. The shares subject to this option are fully vested as of the date hereof.
- [F3]The shares subject to this option, whether or not vested, were cancelled at the Effective Time without any consideration payable therefor.
- [F4]The shares subject to this option shall fully vest and become exercisable on the date of the 2017 Annual Meeting of the Stockholders of the Issuer, so long as the Reporting Person provides continuous service to the Issuer through such date. The shares subject to this option are fully vested as of the date hereof.
- [F5]The shares subject to this option shall fully vest and become exercisable on the date of the 2018 Annual Meeting of the Stockholders of the Issuer, so long as the Reporting Person provides continuous service to the Issuer through such date. The shares subject to this option are fully vested as of the date hereof.
- [F6]The shares subject to this option, whether or not vested, were cancelled and converted into the right to receive both (i) a cash payment equal to (A) the excess, if any of (x) $18.00 over (y) the Exercise Price per share listed in Column 2 of Table II of this Form 4, multiplied by (B) the total number of shares listed in Column 5 of Table II of this Form 4, and (ii) one non-transferable contingent value right for each share subject to this option, which represents the contractual right to receive up to an additional $2.00 per share upon achievement of a milestone.
- [F7]If the Reporting Person remains continuously employed with the Issuer through the earlier to occur of (i) September 15, 2018 and (ii) the date that a new CEO begins employment with the Issuer (such earlier date, the "Earn Date"), 100% of the shares subject to the option will immediately vest on the Earn Date. The shares subject to this option are fully vested as of the date hereof.
- [F8]The shares subject to this option shall fully vest and become exercisable on the date of the 2020 Annual Meeting of the Stockholders of the Issuer, so long as the Reporting Person provides continuous service to the Issuer through such date.
Documents
Issuer
ALDER BIOPHARMACEUTICALS INC
CIK 0001423824
Entity typeother
Related Parties
1- filerCIK 0001376797
Filing Metadata
- Form type
- 4
- Filed
- Oct 23, 8:00 PM ET
- Accepted
- Oct 24, 6:56 PM ET
- Size
- 19.9 KB