4//SEC Filing
LANGE LOUIS G 4
Accession 0001209191-20-003430
CIK 0001628738other
Filed
Jan 14, 7:00 PM ET
Accepted
Jan 15, 1:31 PM ET
Size
22.0 KB
Accession
0001209191-20-003430
Insider Transaction Report
Form 4
LANGE LOUIS G
Director
Transactions
- Disposition from Tender
Common Stock
2020-01-15$60.00/sh−13,678$820,680→ 0 total(indirect: By Trust) - Disposition to Issuer
Stock Option (Right to Buy)
2020-01-15−18,000→ 0 totalExercise: $15.03Exp: 2026-08-24→ Common Stock (18,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2020-01-15−9,000→ 0 totalExercise: $26.15Exp: 2027-10-08→ Common Stock (9,000 underlying) - Disposition from Tender
Common Stock
2020-01-15$60.00/sh−3,555$213,300→ 0 total(indirect: By Trust) - Disposition to Issuer
Stock Option (Right to Buy)
2020-01-15−10,000→ 0 totalExercise: $38.65Exp: 2028-06-08→ Common Stock (10,000 underlying) - Disposition from Tender
Common Stock
2020-01-15$60.00/sh−265,799$15,947,940→ 0 total - Disposition from Tender
Common Stock
2020-01-15$60.00/sh−32,343$1,940,580→ 0 total(indirect: By Asset Management Ventures Fund, L.P.) - Disposition to Issuer
Stock Option (Right to Buy)
2020-01-15−16,200→ 0 totalExercise: $24.74Exp: 2029-02-06→ Common Stock (16,200 underlying)
Footnotes (6)
- [F1]On December 2, 2019, Audentes Therapeutics, Inc. (the "Company") entered into an Agreement and Plan of Merger (as it may be amended, supplemented or otherwise modified from time to time, the "Merger Agreement") with Astellas Pharma Inc. ("Astellas") and Asilomar Acquisition Corp., a wholly-owned subsidiary of Astellas ("Merger Sub"), pursuant to which Astellas acquired the Company by a tender offer for all shares of Company common stock (the "Offer") and a subsequent merger (the "Merger"), each of which became effective on January 15, 2020. Pursuant to the Merger Agreement, (i) Merger Sub purchased all shares of Company common stock that were validly tendered pursuant to the Offer for a cash payment equal to $60.00 per share (the "Offer Price") and (ii) all shares of Company common stock outstanding immediately prior to the effective time of the Merger (the "Effective Time"), were canceled and converted automatically into the right to receive the Offer Price.
- [F2]The reporting person's spouse is the trustee of the Amygdala Lange Trust. The reporting person disclaims beneficial ownership of such securities, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of such securities for purposes of Section 16 or for any other purposes.
- [F3]The reporting person is a general partner of Asset Management Ventures Fund, L.P. ("AMVF L.L.P."), and has shared voting and dispositive power over the shares held by AMVF L.L.P. The reporting person disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein, and the inclusion of such securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.
- [F4]The reporting person's spouse is the trustee of the Adrienne M. MacMillan Revocable Trust. The reporting person disclaims beneficial ownership of such securities, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of such securities for purposes of Section 16 or for any other purposes.
- [F5]Pursuant to the Merger Agreement, immediately prior to the Effective Time, all outstanding Company stock options, to the extent unvested, became fully vested, and at the Effective Time, each outstanding Company stock option was cancelled and converted into the right to receive an amount of cash (subject to any applicable withholding or other taxes required by applicable law) determined by multiplying (i) the number of shares of Company common stock subject to such stock option immediately prior to such cancellation by (ii) the excess, if any, of an amount in cash equal to the Offer Price, without any interest, over the exercise price per share of Company common stock subject to such stock option, less any applicable tax withholding. Any such option that had an exercise price that equaled or exceeded the Offer Price was cancelled for no consideration.
- [F6]Reflects the correct exercise price of this option. The exercise price of this option was previously reported as $26.01.
Documents
Issuer
Audentes Therapeutics, Inc.
CIK 0001628738
Entity typeother
Related Parties
1- filerCIK 0001238401
Filing Metadata
- Form type
- 4
- Filed
- Jan 14, 7:00 PM ET
- Accepted
- Jan 15, 1:31 PM ET
- Size
- 22.0 KB