4//SEC Filing
FENTON DENNIS M 4
Accession 0001209191-20-040311
CIK 0001269021other
Filed
Jul 1, 8:00 PM ET
Accepted
Jul 2, 4:26 PM ET
Size
12.1 KB
Accession
0001209191-20-040311
Insider Transaction Report
Form 4
FENTON DENNIS M
Director
Transactions
- Disposition to Issuer
Common Stock
2020-07-02$18.00/sh−13,194$237,492→ 0 total - Disposition to Issuer
Stock Option (Right to Buy)
2020-07-02$0.06/sh−11,377$683→ 0 totalExercise: $11.94Exp: 2030-06-11→ Common Stock (11,377 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2020-07-02−44,991→ 0 total→ Common Stock (44,991 underlying) - Disposition to Issuer
Restricted Stock Units
2020-07-02$18.00/sh−7,281$131,058→ 0 total
Footnotes (4)
- [F1]Pursuant to the Agreement and Plan of Merger, dated as of May 5, 2020, by and among Portola Pharmaceuticals, Inc. (the "Issuer"), Alexion Pharmaceuticals, Inc. ("Alexion") and Odyssey Merger Sub Inc. ("Merger Sub") (the "Merger Agreement"), on July 2, 2020, Merger Sub merged with and into the Issuer, with the Issuer continuing as the surviving corporation and a direct, wholly owned subsidiary of Alexion (the "Merger"). At the effective time of the Merger (the "Effective Time"), these shares were canceled in exchange for $18.00 per share in cash, without interest and subject to any applicable withholding taxes.
- [F2]At the Effective Time, each restricted stock unit ("RSU") was accelerated and canceled as of immediately prior to, and contingent upon, the Effective Time, in exchange for the right to receive a cash amount equal to the product of (i) the number of shares deliverable under such RSU multiplied by (ii) $18.00.
- [F3]At the Effective Time, each of these unvested and outstanding options was accelerated, canceled and converted into the right to receive a cash amount equal to the product of (i) the number of shares that are subject to such options and (ii) $18.00 less the applicable exercise price per share of such options, subject to any applicable withholding or other taxes required by applicable law.
- [F4]In connection with the Merger, these options were accelerated and canceled without payment.
Documents
Issuer
PORTOLA PHARMACEUTICALS INC
CIK 0001269021
Entity typeother
Related Parties
1- filerCIK 0001184627
Filing Metadata
- Form type
- 4
- Filed
- Jul 1, 8:00 PM ET
- Accepted
- Jul 2, 4:26 PM ET
- Size
- 12.1 KB