Smith Jeffrey T L 4

Accession 0001209191-19-053919

CIK 0001423824other

View on SEC.gov Company Profile

Filed

Oct 23, 8:00 PM ET

Accepted

Oct 24, 7:07 PM ET

Size

38.6 KB

Accession

0001209191-19-053919

Insider Transaction Report

Form 4

Period: 2019-10-22

ALDER BIOPHARMACEUTICALS INCALDR

Smith Jeffrey T L

Sr. VP Translational Medicine

Transactions

Disposition to Issuer
Stock Option (Right to Buy)
2019-10-22−50,000→ 0 total
Exercise: $28.23Exp: 2025-01-25→ Common Stock (50,000 underlying)
Disposition to Issuer
Stock Option (Right to Buy)
2019-10-22−100,000→ 0 total
Exercise: $24.18Exp: 2026-01-28→ Common Stock (100,000 underlying)
Disposition to Issuer
Stock Option (Right to Buy)
2019-10-22−50,000→ 0 total
Exercise: $10.70Exp: 2027-12-13→ Common Stock (50,000 underlying)
Disposition to Issuer
Stock Option (Right to Buy)
2019-10-22−100,000→ 0 total
Exercise: $14.00Exp: 2029-02-05→ Common Stock (100,000 underlying)
Disposition to Issuer
Stock Option (Right to Buy)
2019-10-22−17,271→ 0 total
Exercise: $3.46Exp: 2022-06-12→ Common Stock (17,271 underlying)
Disposition to Issuer
Stock Option (Right to Buy)
2019-10-22−13,636→ 0 total
Exercise: $10.00Exp: 2024-05-06→ Common Stock (13,636 underlying)
Disposition to Issuer
Common Stock
2019-10-22$18.00/sh−21,502$387,036→ 0 total
Disposition to Issuer
Stock Option (Right to Buy)
2019-10-22−31,818→ 0 total
Exercise: $3.46Exp: 2022-12-11→ Common Stock (31,818 underlying)
Disposition to Issuer
Stock Option (Right to Buy)
2019-10-22−35,000→ 0 total
Exercise: $16.90Exp: 2024-07-07→ Common Stock (35,000 underlying)
Disposition to Issuer
Stock Option (Right to Buy)
2019-10-22−60,000→ 0 total
Exercise: $13.55Exp: 2028-02-15→ Common Stock (60,000 underlying)
Award
Common Stock
2019-10-22+16,230→ 21,502 total
Disposition to Issuer
Stock Option (Right to Buy)
2019-10-22−13,636→ 0 total
Exercise: $6.76Exp: 2024-02-10→ Common Stock (13,636 underlying)
Disposition to Issuer
Stock Option (Right to Buy)
2019-10-22−85,000→ 0 total
Exercise: $20.40Exp: 2027-01-26→ Common Stock (85,000 underlying)

Footnotes (15)

[F1]On January 2, 2018, the Reporting Person was granted restricted stock units which represented a contingent right to receive a maximum of 25,518 shares of Issuer's Common Stock (the "RSU"), of which 9,288 shares had vested and the remaining 16,230 shares were to vest upon the achievement of one or more milestones or a change of control of the Issuer. The remaining shares subject to the RSU vested in full upon the Effective Time (as such term is defined in footnote 2).
[F10]The shares subject to this option, whether vested or not, were cancelled at the Effective Time without any consideration payable therefor.
[F11]The shares subject to this option shall vest and become exercisable at a rate of 25% of the total number of shares on the one-year anniversary of January 1, 2016 (the "2016 Vesting Commencement Date") and 1/48th of the total number of shares each monthly anniversary of the 2016 Vesting Commencement Date thereafter, for so long as the Reporting Person provides continuous service to the Issuer, such that the total number of shares shall be fully vested on the four-year anniversary of the 2016 Vesting Commencement Date.
[F12]The shares subject to this option shall vest and become exercisable at a rate of 25% of the total number of shares on the one-year anniversary of January 1, 2017 (the "2017 Vesting Commencement Date") and 1/48th of the total number of shares each monthly anniversary of the 2017 Vesting Commencement Date thereafter, for so long as the Reporting Person provides continuous service to the Issuer, such that the total number of shares shall be fully vested on the four-year anniversary of the 2017 Vesting Commencement Date.
[F13]The shares subject to this option shall vest and become exercisable at a rate of 25% of the total number of shares on the one-year anniversary of December 14, 2017 (the "December 2017 Vesting Commencement Date") and 1/48th of the total number of shares each monthly anniversary of the December 2017 Vesting Commencement Date thereafter, for so long as the Reporting Person provides continuous service to the Issuer, such that the total number of shares shall be fully vested on the four-year anniversary of the December 2017 Vesting Commencement Date.
[F14]The shares subject to this option shall vest and become exercisable at a rate of 25% of the total number of shares on the one-year anniversary of January 1, 2018 (the "2018 Vesting Commencement Date") and 1/48th of the total number of shares each monthly anniversary of the 2018 Vesting Commencement Date thereafter, for so long as the Reporting Person provides continuous service to the Issuer, such that the total number of shares shall be fully vested on the four-year anniversary of the 2018 Vesting Commencement Date.
[F15]The shares subject to this option shall vest and become exercisable at a rate of 25% of the total number of shares on the one-year anniversary of January 1, 2019 (the "2019 Vesting Commencement Date") and 1/48th of the total number of shares each monthly anniversary of the 2019 Vesting Commencement Date thereafter, for so long as the Reporting Person provides continuous service to the Issuer, such that the total number of shares shall be fully vested on the four-year anniversary of the 2019 Vesting Commencement Date.
[F2]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.
[F3]The Reporting Person will also receive one non-transferable contingent value right for each share held, which will entitle them to receive up to an additional $2.00 per share upon achievement of a milestone.
[F4]The shares subject to this stock option are fully vested.
[F5]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.
[F6]The shares subject to this option shall vest and become exercisable at a rate of 25% of the total number of shares on the one-year anniversary of January 1, 2014 (the "2014 Vesting Commencement Date") and 1/48th of the total number of shares each monthly anniversary of the 2014 Vesting Commencement Date thereafter, for so long as the Reporting Person provides continuous service to the Issuer, such that the total number of shares shall be fully vested on the four-year anniversary of the 2014 Vesting Commencement Date. The shares subject to this option are fully vested as of the date hereof.
[F7]The shares subject to this option shall vest and become exercisable at a rate of 25% of the total number of shares on the one-year anniversary of May 7, 2014 (the "May 2014 Vesting Commencement Date") and 1/48th of the total number of shares each monthly anniversary of the May 2014 Vesting Commencement Date thereafter, for so long as the Reporting Person provides continuous service to the Issuer, such that the total number of shares shall be fully vested on the four-year anniversary of the May 2014 Vesting Commencement Date. The shares subject to this option are fully vested as of the date hereof.
[F8]The shares subject to this option shall vest and become exercisable at a rate of 25% of the total number of shares on the one-year anniversary of July 8, 2014 (the "July 2014 Vesting Commencement Date") and 1/48th of the total number of shares each monthly anniversary of the July 2014 Vesting Commencement Date thereafter, for so long as the Reporting Person provides continuous service to the Issuer, such that the total number of shares shall be fully vested on the four-year anniversary of the July 2014 Vesting Commencement Date. The shares subject to this option are fully vested as of the date hereof.
[F9]The shares subject to this option shall vest and become exercisable at a rate of 25% of the total number of shares on the one-year anniversary of January 1, 2015 (the "2015 Vesting Commencement Date") and 1/48th of the total number of shares each monthly anniversary of the 2015 Vesting Commencement Date thereafter, for so long as the Reporting Person provides continuous service to the Issuer, such that the total number of shares shall be fully vested on the four-year anniversary of the 2015 Vesting Commencement Date. The shares subject to this option are fully vested as of the date hereof.

Documents

1 file

4
doc4.xmlPrimary
FORM 4 SUBMISSION

Issuer

ALDER BIOPHARMACEUTICALS INC

CIK 0001423824

→

Entity typeother

Related Parties

filerCIK 0001604800

Filing Metadata

Form type: 4
Filed: Oct 23, 8:00 PM ET
Accepted: Oct 24, 7:07 PM ET
Size: 38.6 KB

View on SEC.gov