SEC Form 4 · accession 0001209191-15-039543
Auspex Pharmaceuticals, Inc. · ASPX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
John P. Schmid
Officer — Chief Financial Officer
Period of report
May 5, 2015
Accepted (ET)
May 6, 2015 · 6:05 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001454189
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | May 5, 2015 | U | 144,444 | — | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (Right to Buy)F2 | $6.57 | May 5, 2015 | D | 59,026 | D | — | Jan 9, 2024 | Common Stock | 59,026 | 0 | D |
| Employee Stock Option (Right to Buy)F3 | $59.66 | May 5, 2015 | D | 30,000 | D | — | Feb 1, 2025 | Common Stock | 30,000 | 0 | D |
| Restricted Stock UnitsF5,F4 | — | May 5, 2015 | D | 15,000 | D | — | — | Common Stock | 15,000 | 0 | D |
Explanation of responses
- F1Disposed of pursuant to an Agreement and Plan of Merger (the "Merger Agreement"), dated March 29, 2015, among the Issuer, Teva Pharmaceuticals Industries Ltd. ("Parent"), and Aurum Merger Sub, Inc., a wholly-owned subsidiary of Parent ("Merger Sub") in exchange for a cash consideration of $101.00 per share, without interest, subject to any required withholding of taxes. Pursuant to the Merger Agreement, Merger Sub merged with and into the Issuer, with the Issuer continuing as the surviving corporation (the "Merger").
- F2This option, which provided for vesting of 25% of the shares subject to option on January 7, 2015 and 1/48th of the shares subject to the option vesting monthly thereafter over the following three years, was cancelled in the Merger in exchange for a cash payment equal to $101.00 per share (without interest) minus the per share exercise price of the option. In connection with the Merger, vesting of the stock option was accelerated and the option became fully vested and exercisable effective immediately prior to the effective time of the Merger.
- F3This option, which provided for vesting of 1/48th of the stock option immediately upon grant and 1/48th vesting at the end of each month from February 28, 2015 through December 31, 2018, was cancelled in the Merger in exchange for a cash payment equal to $101.00 per share (without interest) minus the per share exercise price of the option. In connection with the Merger, vesting of the stock option was accelerated and the option became fully vested and exercisable effective immediately prior to the effective time of the Merger.
- F4Each restricted stock unit represents a contingent right to receive one share of the Company's common stock.
- F5These restricted stock units (the "RSUs"), which provided for vesting of 1/4 of shares subject to the RSUs on each March 15, 2016, 2017, 2018 and 2019, were cancelled in the Merger and, in lieu of any issuance of shares in settlement of such vested RSUs, converted into the right to receive a cash payment equal to $101.00 per share (without interest). In connection with the Merger, vesting of the RSUs was accelerated and the RSUs became fully vested and exercisable effective immediately prior to the effective time of the Merger.