SEC Form 4 · accession 0000950103-16-014338
Anacor Pharmaceuticals, Inc. · ANAC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Mark Leschly
Director
Period of report
Jun 24, 2016
Accepted (ET)
Jun 24, 2016 · 2:58 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001411158
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Jun 24, 2016 | D | 794 | $99.25 | 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 Option (right to buy)F1 | $6.92 | Jun 24, 2016 | D | 30,000 | D | — | — | Common Stock | 30,000 | 0 | D |
| Stock Option (right to buy)F1 | $6.74 | Jun 24, 2016 | D | 24,000 | D | — | — | Common Stock | 24,000 | 0 | D |
| Stock Option (right to buy)F1 | $5.20 | Jun 24, 2016 | D | 15,000 | D | — | — | Common Stock | 15,000 | 0 | D |
| Stock Option (right to buy)F1 | $5.11 | Jun 24, 2016 | D | 15,000 | D | — | — | Common Stock | 15,000 | 0 | D |
| Stock Option (right to buy)F1 | $14.22 | Jun 24, 2016 | D | 15,000 | D | — | — | Common Stock | 15,000 | 0 | D |
| Stock Option (right to buy)F1 | $69.40 | Jun 24, 2016 | D | 4,096 | D | — | — | Common Stock | 4,096 | 0 | D |
Explanation of responses
- F1As of the effective time of the transactions contemplated by the Agreement and Plan of Merger, dated as of May 14, 2016 (the "Merger Agreement"), by and among the Issuer, Pfizer Inc., a Delaware corporation ("Parent"), and Quattro Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Parent, pursuant to the terms of the Merger Agreement, (i) each share of the Issuer's Common Stock held by the reporting person was disposed of in exchange for the merger consideration of $99.25 per share, (ii) each award of restricted stock units and stock options became fully vested and (iii) each award of restricted stock units and stock options was cancelled in exchange for the right to receive a cash payment per share in an amount equal to $99.25 less, in the case of stock options, the applicable exercise price.
- F2Excludes 258,662 shares held by Rho Ventures IV Holdings LLC ("RV IV Holdings"), 68,620 shares held by Rho Ventures IV, L.P. ("RV IV"), 362,663 shares held by Rho Ventures IV (QP), L.P. ("RV QP") and 377,947 shares held by Rho Ventures IV GmbH & Co. Beteiligungs KG ("RV KG"), which were disposed of by these entities in Pfizer's acquisition of Anacor in the tender offer and merger as of June 23 and 24, 2016. Rho Management Ventures IV, L.L.C. ("RMV") is the general partner of RV IV and RV QP and the managing member of RV IV Holdings; and Rho Capital Partners Verwaltungs GmbH ("RCP GmbH") is the general partner of RV KG. RMV and RCP GmbH own no shares directly. Mr. Leschly is a managing member of RMV and a managing director of RCP GmbH. Mr. Leschly expressly disclaims beneficial ownership over the shares held and disposed of by RV IV Holdings, RV IV, RV QP and RV KG except to the extent of his indirect pecuniary interests therein.