SEC Form 4 · accession 0001209191-18-030123
AveXis, Inc. · AVXS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
James J Litalien
Officer — SrVP/Chief Reg&Quality Officer
Period of report
May 15, 2018
Accepted (ET)
May 15, 2018 · 12:34 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001652923
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF2,F1 | May 15, 2018 | D | 3,800 | — | 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)F3 | $18.17 | May 15, 2018 | D | 141,800 | D | — | Jul 20, 2025 | Common Stock | 141,800 | 0 | D |
| Stock Option (Right to Buy)F3 | $42.61 | May 15, 2018 | D | 37,750 | D | — | Jun 20, 2026 | Common Stock | 37,750 | 0 | D |
| Stock Option (Right to Buy)F3 | $77.24 | May 15, 2018 | D | 27,827 | D | — | May 10, 2027 | Common Stock | 27,827 | 0 | D |
| Stock Option (Right to Buy)F3 | $133.80 | May 15, 2018 | D | 15,000 | D | — | Mar 13, 2028 | Common Stock | 15,000 | 0 | D |
| Performance Stock Units (Right to Buy)F4,F5 | — | May 15, 2018 | A | 9,154 | A | — | May 15, 2028 | Common Stock | 9,154 | 9,154 | D |
| Performance Stock Units (Right to Buy)F4,F6 | — | May 15, 2018 | D | 9,154 | D | — | May 15, 2028 | Common Stock | 9,154 | 0 | D |
Explanation of responses
- F1On April 6, 2018, the Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement") with Novartis AG, a company organized under the laws of Switzerland ("Parent"), and Novartis AM Merger Corporation, a Delaware corporation and an indirect wholly-owned subsidiary of the Parent ("Purchaser"). Pursuant to the terms of the Merger Agreement and the Offer (as defined in the Merger Agreement), each share of the Issuer's common stock (the "Common Stock") held by the Reporting Person was acquired, subject to adjustment, at a purchase price of $218.00 per share (the "Offer Price") in cash.
- F2Represents 3,800 shares underlying Restricted Stock Units (the "RSUs"). Pursuant to the Merger Agreement, each outstanding RSU was canceled in exchange for a lump sum cash payment equal to (i) the Offer Price multiplied by (ii) the number of shares of Common Stock underlying the RSU.
- F3Pursuant to the Merger Agreement, each outstanding stock option was canceled in exchange for a lump sum cash payment equal the excess of (A) the Offer Price minus (B) the Exercise Price, multiplied by the number of shares of Common Stock underlying the option.
- F4On March 20, 2017, the Reporting Person was awarded a performance stock unit (the "PSU") equal to 9,154 shares of Common Stock, subject to the achievement of certain regulatory and manufacturing milestones. On May 15, 2018, in connection with the closing of the transactions contemplated by the Merger Agreement, all applicable performance milestones were satisfied.
- F5Immediately exercisable.
- F6Pursuant to the Merger Agreement, each outstanding PSU was canceled in exchange for a lump sum cash payment equal to (i) the Offer Price multiplied by (ii) the number of shares of Common Stock subject to the PSU.