4//SEC Filing
STRECK PAUL 4
Accession 0001209191-23-014773
CIK 0001322505other
Filed
Mar 1, 7:00 PM ET
Accepted
Mar 2, 4:57 PM ET
Size
7.8 KB
Accession
0001209191-23-014773
Insider Transaction Report
Form 4
STRECK PAUL
Chief Medical Officer
Transactions
- Disposition to Issuer
Restricted Stock Units
2023-03-02−118,966→ 0 total→ Common Stock (118,966 underlying)
Footnotes (5)
- [F1]Each restricted stock unit represents a contingent right to receive one share of common stock of the Issuer, $0.01 par value per share (each, a "Share").
- [F2]This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger, dated January 8, 2023, (the "Merger Agreement"), among Ipsen Biopharmaceuticals, Inc., a Delaware corporation ("Parent"), Anemone Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent ("Purchaser"), solely for purposes of Sections 9.5, 9.6, 9.8 and 9.11 thereof, Ipsen Pharma SAS, a French societe par actions simplifiee ("Guarantor"), and the Issuer, pursuant to which Purchaser completed a tender offer for Share and thereafter merged with and into the Issuer (the "Merger"), effective as of March 2, 2023 (the "Effective Time").
- [F3](Continued from Footnote 2) At the Effective Time, (a) each outstanding restricted stock unit (each, a "Company RSU") that was granted prior to the date of the Merger Agreement, and each Company RSU that was granted on or after the date of the Merger Agreement and that is designated in the confidential disclosure schedules as an "Accelerated 2023 RSU," was canceled and converted into the right to receive (1) cash in an amount, without interest, equal to the product of (x) the total number of Shares subject to such Company RSU immediately prior to the Effective Time multiplied by (y) $42.00 and (2) one non-tradeable contractual contingent value right ("CVR") for each Share subject to such Company RSU immediately prior to the Effective Time, which CVR represents the right to receive a contingent payment of $10.00, net to the holder in cash, without interest, upon the achievement of the milestone set forth in a certain Contingent Value Rights Agreement on or prior to December 31, 2027;
- [F4](Continued from Footnote 3) and (b) each Company RSU that was granted on or after the date of the Merger Agreement and that is designated in the confidential disclosure schedules as a "Cancelled 2023 RSU" was canceled and had no further force or effect.
- [F5]Not applicable.
Documents
Issuer
ALBIREO PHARMA, INC.
CIK 0001322505
Entity typeother
Related Parties
1- filerCIK 0001708063
Filing Metadata
- Form type
- 4
- Filed
- Mar 1, 7:00 PM ET
- Accepted
- Mar 2, 4:57 PM ET
- Size
- 7.8 KB