4//SEC Filing
Kaye Randall 4
Accession 0001415889-24-028023
CIK 0001832168other
Filed
Dec 1, 7:00 PM ET
Accepted
Dec 2, 7:21 PM ET
Size
19.9 KB
Accession
0001415889-24-028023
Insider Transaction Report
Form 4
Kaye Randall
CMO
Transactions
- Disposition to Issuer
Restricted Stock Unit
2024-12-02−9,500→ 0 total→ Common Stock (9,500 underlying) - Disposition from Tender
Common Stock
2024-12-02$60.00/sh−30,554$1,833,240→ 0 total - Disposition to Issuer
Employee Stock Option (right to buy)
2024-12-02−96,300→ 0 totalExercise: $4.35Exp: 2033-02-08→ Common Stock (96,300 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
2024-12-02−107,560→ 0 totalExercise: $19.32Exp: 2034-02-07→ Common Stock (107,560 underlying) - Disposition to Issuer
Restricted Stock Unit
2024-12-02−17,920→ 0 total→ Common Stock (17,920 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
2024-12-02−175,946→ 0 totalExercise: $6.00Exp: 2032-03-20→ Common Stock (175,946 underlying)
Footnotes (6)
- [F1]Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of 10/14/2024, by and among Longboard Pharmaceuticals, Inc. (the "Issuer"), H. Lundbeck A/S ("Parent"), Lundbeck LLC ("Payor"), and Langkawi Corporation ("Purchaser"), on 12/02/2024, Purchaser completed a tender offer for shares of common stock of the Issuer (each, a "Share") and thereafter merged with and into the Issuer, with the Issuer continuing as the surviving corporation and an indirect wholly owned subsidiary of Parent (the "Merger").
- [F2]Pursuant to the terms of the Merger Agreement, the Shares were tendered at the Offer Acceptance Time (as defined in the Merger Agreement) in exchange for the right to receive $60.00 per Share, in cash, without interest, subject to any applicable withholding of taxes (the "Merger Consideration"). At the effective time of the Merger (being such date and at such time as the certificate of merger in respect of the Merger was duly filed with the Secretary of State of the State of Delaware in accordance with the DGCL) (the "Effective Time"), each issued and outstanding Share was cancelled in exchange for the Merger Consideration.
- [F3]At the Effective Time, pursuant to the Merger Agreement, each outstanding option, to the extent unvested, was accelerated and became fully vested and exercisable. Each outstanding and unexercised vested option (after giving effect to the acceleration treatment set forth in the preceding sentence) at the Effective Time was cancelled and automatically converted into the right to receive cash, without interest, in an amount equal to the product of (i) the total number of Shares subject to such option as of immediately prior to the Effective Time multiplied by (ii) the excess of (x) $60.00 per Share over (y) the exercise price payable per Share under such option, which amount will be subject to any withholding taxes.
- [F4]At the Effective Time, pursuant to the Merger Agreement, each restricted stock unit award ("RSU") outstanding as of immediately prior to the Effective Time, whether vested or unvested, was cancelled and converted solely into the right to receive an amount in cash, without interest, equal to the product of (i) the total number of Shares issuable in settlement of such RSU immediately prior to the Effective Time, multiplied by (ii) $60.00 per Share, in cash, without interest, subject to any applicable withholding of taxes.
- [F5]At the Effective Time, pursuant to the Merger Agreement, each RSU granted on 10/25/2024 to certain of the Issuer's employees, including executive officers (the "Retention RSUs"), whether vested or unvested, became the right to receive an amount in cash, without interest, equal to the product of (i) the total number of Shares issuable in settlement of such Retention RSU immediately prior to the Effective Time, multiplied by (ii) the Merger Consideration, subject to any applicable withholding of taxes, payable in accordance with, and subject to satisfaction of, the remaining vesting schedule of the Retention RSUs as in effect immediately prior to the Effective Time.
- [F6]The vesting of the Retention RSUs was not accelerated prior to the Effective Time. The Merger Consideration paid in respect of the Retention RSUs is subject to vesting (and payment upon such vesting) upon the earliest to occur of 10/25/2025 (subject to the employee's Continuous Service (as defined in the 2021 Equity Incentive Plan) through such date), or the date the executive officer incurs an "involuntary termination" (as defined in such officer's respective employment agreement with the Issuer).
Documents
Issuer
Longboard Pharmaceuticals, Inc.
CIK 0001832168
Entity typeother
Related Parties
1- filerCIK 0001350416
Filing Metadata
- Form type
- 4
- Filed
- Dec 1, 7:00 PM ET
- Accepted
- Dec 2, 7:21 PM ET
- Size
- 19.9 KB