SEC Form 4 · accession 0000950103-16-014342
Anacor Pharmaceuticals, Inc. · ANAC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Anders D Hove
Director
Period of report
Jun 24, 2016
Accepted (ET)
Jun 24, 2016 · 3:36 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 | 33,886 | $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,F3 | $6.92 | Jun 24, 2016 | D | 30,000 | D | — | — | Common Stock | 30,000 | 0 | D |
| Stock Option (right to buy)F1,F3 | $6.74 | Jun 24, 2016 | D | 15,000 | D | — | — | Common Stock | 15,000 | 0 | D |
| Stock Option (right to buy)F1,F3 | $5.20 | Jun 24, 2016 | D | 12,500 | D | — | — | Common Stock | 12,500 | 0 | D |
| Stock Option (right to buy)F1,F3 | $5.11 | Jun 24, 2016 | D | 15,000 | D | — | — | Common Stock | 15,000 | 0 | D |
| Stock Option (right to buy)F1,F3 | $14.22 | Jun 24, 2016 | D | 15,000 | D | — | — | Common Stock | 15,000 | 0 | D |
| Stock Option (right to buy)F1,F3 | $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.
- F2The reporting person is a member of VR Management, LLC (the "Management Company"). Under an agreement between the reporting person and the Management Company, the reporting person is deemed to hold an aggregate of 794 of the reported securities for the sole benefit of the Management Company (the "Management Company Shares"). The Management Company may be deemed the indirect beneficial owner of the Management Company Shares, and the reporting person may be deemed the indirect beneficial owner of the Management Company Shares through his interest in the Management Company. The reporting person disclaims beneficial ownership of the Management Company Shares except to the extent of his indirect pecuniary interest therein.
- F3The reporting person is a member of VR Management, LLC. Under an agreement between the reporting person and the Management Company, the reporting person is deemed to hold the reported option for the sole benefit of the Management Company and must exercise the option solely upon the direction of the Management Company, which is entitled to the shares issued upon exercise. The Management Company may be deemed the indirect beneficial owner of the option, and the reporting person may be deemed the indirect beneficial owner of the option through his interest in the Management Company. The reporting person disclaims beneficial ownership of the option except to the extent of his pecuniary interest therein.