4//SEC Filing
Dac Nadia 4
Accession 0001209191-19-053940
CIK 0001423824other
Filed
Oct 23, 8:00 PM ET
Accepted
Oct 24, 7:26 PM ET
Size
6.9 KB
Accession
0001209191-19-053940
Insider Transaction Report
Form 4
Dac Nadia
Chief Commercial Officer
Transactions
- Disposition to Issuer
Stock Option (Right to Buy)
2019-10-22−250,000→ 0 totalExercise: $13.90Exp: 2029-04-07→ Common Stock (250,000 underlying)
Footnotes (3)
- [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 at a rate of twenty-five percent of the total number of shares on the one-year anniversary of April 8, 2019 (the "Vesting Commencement Date") and 1/48th of the total number of shares each monthly anniversary of the 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 Vesting Commencement Date.
- [F3]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.
Documents
Issuer
ALDER BIOPHARMACEUTICALS INC
CIK 0001423824
Entity typeother
Related Parties
1- filerCIK 0001773151
Filing Metadata
- Form type
- 4
- Filed
- Oct 23, 8:00 PM ET
- Accepted
- Oct 24, 7:26 PM ET
- Size
- 6.9 KB