SEC Form 4 · accession 0000899243-18-030876
KERYX BIOPHARMACEUTICALS INC · KERX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Christine A. Carberry
Officer — Chief Operating Officer
Period of report
Dec 11, 2018
Accepted (ET)
Dec 13, 2018 · 4:31 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001114220
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Dec 11, 2018 | S | 10,469 | $3.22 | D | 100,646 | D | |
| Common StockF1,F2 | Dec 12, 2018 | D | 100,646 | — | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock OptionF3 | — | Dec 12, 2018 | D | 422,500 | D | — | — | Common Stock | 422,500 | 0 | D |
Explanation of responses
- F1Disposed of pursuant to the Agreement and Plan of Merger, dated June 28, 2018, by and between Keryx Biopharmaceuticals, Inc. ("Keryx"), Akebia Therapeutics, Inc. ("Akebia") and Alpha Therapeutics Merger Sub Inc., as amended on October 1, 2018 (the "Merger Agreement"), whereby each share of common stock of Keryx was canceled and automatically converted into 0.37433 shares of common stock of Akebia (the "Exchange Ratio"), with fractional shares being paid in cash as provided in the Merger Agreement.
- F2(Continued from footnote 1) The market value of each share of Akebia common stock received is $8.94, based on the closing trading price of Akebia common stock on December 12, 2018. Includes 41,250 shares of restricted stock, the vesting of which was accelerated as a result of a termination of the reporting person's employment in connection with the Merger, and each share of restricted stock was cancelled and converted into the right to receive 0.37433 shares of Akebia common stock, with fractional shares being paid in cash. The market value of each share of Akebia common stock received pursuant to the Merger Agreement is $8.94, based on the closing trading price of Akebia common stock on December 12, 2018.
- F3Pursuant to the terms of the Merger Agreement, this stock option was cancelled and converted into an option to acquire Akebia common stock, with the number of shares and exercise price adjusted for the Exchange Ratio in accordance with the terms of the Merger Agreement.