SEC Form 4 · accession 0000899243-18-030951
Akebia Therapeutics, Inc. · AKBA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael W Rogers
Director
Period of report
Dec 12, 2018
Accepted (ET)
Dec 13, 2018 · 6:44 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001517022
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Dec 12, 2018 | A | 11,229 | — | A | 11,229 | 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)F3,F2 | $12.48 | Dec 12, 2018 | A | 18,716 | A | — | Mar 31, 2026 | Common Stock | 18,716 | 18,716 | D |
| Stock Option (Right to buy)F3,F2 | $15.26 | Dec 12, 2018 | A | 11,229 | A | — | May 26, 2026 | Common Stock | 11,229 | 11,229 | D |
| Stock Option (Right to buy)F3,F2 | $17.53 | Dec 12, 2018 | A | 11,229 | A | — | Jun 9, 2027 | Common Stock | 11,229 | 11,229 | D |
| Stock Option (Right to buy)F3,F2 | $10.05 | Dec 12, 2018 | A | 11,229 | A | — | Jun 30, 2028 | Common Stock | 11,229 | 11,229 | D |
| Stock Option (Right to buy)F4 | $8.94 | Dec 12, 2018 | A | 25,000 | A | — | Dec 12, 2028 | Common Stock | 25,000 | 25,000 | D |
Explanation of responses
- F1Pursuant to the Agreement and Plan of Merger, dated as of June 28, 2018 (as amended, the "Merger Agreement"), each share of common stock of Keryx Biopharmaceuticals, Inc. ("Keryx") owned by the Reporting Person at the effective time of the transactions contemplated by the Merger Agreement (the "Effective Time") was automatically converted into 0.37433 shares of the Issuer's common stock (the "Exchange Multiplier").
- F2The option is fully vested and currently exercisable.
- F3Pursuant to the Merger Agreement, each option to purchase Keryx common stock (a "Keryx Option"), whether vested or unvested, that was outstanding immediately prior to the Effective Time, was converted into an option to acquire the number of shares of common stock of the Issuer (an "Issuer Option") equal to the product of (i) the number of shares subject to such Keryx Option as of immediately prior to the Effective Time, multiplied by (ii) the Exchange Multiplier, rounded down to the nearest whole number of shares of the Issuer's common stock, at an exercise price per share equal to the quotient obtained by dividing the per share exercise price of the Keryx Option by the Exchange Multiplier, rounded up to the nearest whole cent.
- F425% of this option will vest on the first anniversary of the grant date with the remaining 75% vesting in equal quarterly installments thereafter.