4//SEC Filing
Mosbrooker Eric 4
Accession 0001209191-20-003433
CIK 0001628738other
Filed
Jan 14, 7:00 PM ET
Accepted
Jan 15, 1:34 PM ET
Size
9.7 KB
Accession
0001209191-20-003433
Insider Transaction Report
Form 4
Mosbrooker Eric
SVP, Chief Commercial Officer
Transactions
- Disposition to Issuer
Stock Option (Right to Buy)
2020-01-15−87,750→ 0 totalExercise: $22.01Exp: 2029-01-03→ Common Stock (87,750 underlying) - Disposition from Tender
Common Stock
2020-01-15$60.00/sh−26,919$1,615,140→ 0 total
Footnotes (4)
- [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]Pursuant to the Merger Agreement, immediately prior to the Effective Time, all outstanding Company restricted stock units, to the extent unvested, became fully vested, and at the Effective Time, each outstanding Company restricted stock unit 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 Company restricted stock unit immediately prior to such cancellation by (ii) an amount in cash equal to the Offer Price, without any interest.
- [F3]Includes 21,657 shares of Company common stock issuable upon the settlement of restricted stock units.
- [F4]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.
Documents
Issuer
Audentes Therapeutics, Inc.
CIK 0001628738
Entity typeother
Related Parties
1- filerCIK 0001715283
Filing Metadata
- Form type
- 4
- Filed
- Jan 14, 7:00 PM ET
- Accepted
- Jan 15, 1:34 PM ET
- Size
- 9.7 KB