SEC Form 4 · accession 0001209191-18-030124
AveXis, Inc. · AVXS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Paul B Manning
Director · Other
Period of report
May 15, 2018
Accepted (ET)
May 15, 2018 · 12:35 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 | 228,752 | $0.00 | D | 0 | D | |
| Common StockF1,F3 | May 15, 2018 | D | 1,201,160 | $0.00 | D | 0 | I | By LLC |
| Common StockF1,F4 | May 15, 2018 | D | 25,293 | $0.00 | D | 0 | I | By LLC |
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)F5 | $20.00 | May 15, 2018 | D | 26,496 | D | — | Feb 10, 2026 | Common Stock | 26,496 | 0 | D |
| Stock Option (Right to Buy)F5 | $69.25 | May 15, 2018 | D | 2,454 | D | — | May 30, 2027 | Common Stock | 2,454 | 0 | D |
| Stock Option (Right to Buy)F5 | $133.80 | May 15, 2018 | D | 2,905 | D | — | Mar 13, 2028 | Common Stock | 2,905 | 0 | D |
| Warrant (Right to Buy)F7,F6 | $2.57 | May 15, 2018 | D | 137,154 | D | — | May 4, 2025 | Class B-2 Common Stock | 137,154 | 0 | I |
| Warrant (Right to Buy)F8,F7,F9 | $2.57 | May 15, 2018 | D | 103,478 | D | — | Mar 7, 2024 | Class B-2 Common Stock | 103,478 | 0 | I |
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.
- F2Includes 1,106 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.
- F3These shares are held by PBM Capital Investments, LLC ("PBM"). The Reporting Person has the sole voting and investment power with respect to the shares held by the PBM. The Reporting Person disclaims beneficial ownership of the shares held by PBM except to the extent of his pecuniary interest therein, and the inclusion of the securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.
- F4These shares are held by BKB Growth Investments, LLC ("BKB"). The Reporting Person is a co-manager of BKB and, as such, has unilateral voting and investment power with respect to the shares held by BKB. The Reporting Person disclaims beneficial ownership of the shares held by BKB except to the extent of his pecuniary interest therein, and the inclusion of the securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.
- F5Pursuant 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.
- F6In connection with the transactions contemplated by the Merger Agreement, the Warrant was canceled in exchange for a lump sum cash payment equal to (i) the excess of (A) the Offer Price minus (B) the Exercise Price, multiplied by (ii) the number of shares of Common Stock underlying the Warrant.
- F7The Warrant is held by PBM. Mr. Manning has the sole voting and investment power with respect to the shares issuable upon exercise of the Warrant held by PBM. Mr. Manning disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of the securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.
- F8The amount reported reflects a pro rata distribution to members of PBM on August 15, 2016. In prior reports, the Reporting Person reported beneficial ownership of 130,623 shares of common stock underlying the Warrant.
- F9Immediately exercisable.