4//SEC Filing
Alesina Susan 4
Accession 0001209191-23-014808
CIK 0001322505other
Filed
Mar 1, 7:00 PM ET
Accepted
Mar 2, 5:02 PM ET
Size
8.2 KB
Accession
0001209191-23-014808
Insider Transaction Report
Form 4
Alesina Susan
Director
Transactions
- Disposition to Issuer
Stock Options (Right to buy)
2023-03-02−16,000→ 0 totalExercise: $25.86Exp: 2032-08-07→ Common Stock (16,000 underlying)
Footnotes (3)
- [F1]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 shares of common stock of the Issuer, $0.01 par value per share (each, a "Share")
- [F2](Continued from above) and thereafter merged with and into the Issuer (the "Merger"), effective March 2, 2023 (the "Effective Time"). At the Effective Time, (a) each outstanding option to purchase Shares (each, a "Company Option") that was granted prior to the date of the Merger Agreement with an exercise price per Share less than $42.00 (each, an "In the Money Option"), was canceled and converted into the right to receive (A) cash in an amount, without interest, equal to the product of (x) the total number of Shares subject to such In the Money Option immediately prior to the Effective Time multiplied by (y) the excess of (I) $42.00 over (II) the exercise price payable per Share under such In the Money Option and (B) one non-tradeable contractual contingent value right ("CVR") for each Share subject to such In the Money Option 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
- [F3](Continued from above) upon the achievement of the milestone set forth in a certain Contingent Value Rights Agreement on or prior to December 31, 2027; (b) each Company Option that was granted prior to the date of the Merger Agreement with an exercise price per Share equal to or greater than $42.00 but less than $52.00 (each, an "Out of the Money Option") was canceled and converted into the right to receive, if the Milestone is achieved, cash in an amount equal to the product of (A) the total number of Shares subject to such Out of the Money Option immediately prior to the Effective Time multiplied by (B) the excess of (x) $52.00 over (y) the exercise price payable per-Share under such Out of the Money Option; and (c) each Company Option (A) that was granted on or after the date of the Merger Agreement or (B) having an exercise price per Share that is equal to or greater than $52.00 was canceled without consideration and had no further force or effect.
Documents
Issuer
ALBIREO PHARMA, INC.
CIK 0001322505
Entity typeother
Related Parties
1- filerCIK 0001941475
Filing Metadata
- Form type
- 4
- Filed
- Mar 1, 7:00 PM ET
- Accepted
- Mar 2, 5:02 PM ET
- Size
- 8.2 KB