SEC Form 4 · accession 0000908662-16-000430

DYAX CORP · DYAX

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Gustav Christensen

Officer — CEO and President · Other

Period of report

Jan 22, 2016

Accepted (ET)

Jan 22, 2016 · 4:05 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0000907562

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1	Jan 22, 2016	D	2,447,622	—	D	0	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Stock Option (right to buy)^F3,F2	$1.48	Jan 22, 2016	D	12,500	D	—	Feb 24, 2022	Common Stock	12,500	D
Stock Option (right to buy)^F3,F4	$3.00	Jan 22, 2016	D	108,333	D	—	Feb 7, 2023	Common Stock	108,333	D
Stock Option (right to buy)^F3,F5	$10.20	Jan 22, 2016	D	162,500	D	—	Feb 27, 2024	Common Stock	162,500	D
Stock Option (right to buy)^F3,F6	$15.23	Jan 22, 2016	D	475,000	D	—	Feb 18, 2025	Common Stock	475,000	D

Explanation of responses

F1Disposition of securities in connection with the acquisition of Dyax Corp. by Shire plc pursuant to an Agreement and Plan of Merger dated November 2, 2015 by and among Dyax Corp., Shire plc, Shire Pharmaceuticals International, and Parquet Courts, Inc. (the "Merger Agreement"). At the effective time of the merger, these shares of the common stock of Dyax Corp. (the "Common Stock") were cancelled and converted into the right to receive (a) $37.30 per share in cash and (b) one contractual contingent value right ("CVR") per share, which represents the right to receive a contingent payment of $4.00 in cash if the specified milestone is achieved, pursuant to a Contingent Value Rights Agreement ("CVR Agreement") to be entered into between Shire plc and a rights agent.
F2The options became exercisable in forty-eight (48) substantially equal installments at the end of each monthly anniversary of the date of grant, February 24, 2012.
F3Pursuant to the terms of the Merger Agreement, at the effective time of the merger, these options to purchase Common Stock (whether vested or unvested) were cancelled and converted into only the right to receive (a) an amount in cash equal to the product of (i) the excess of (A) $37.30 over (B) the exercise price per share of such option, and (ii) the number of shares underlying such Company Option and (b) one CVR for each share subject to such option in accordance with and subject to the CVR Agreement.
F4The options became exercisable in forty-eight (48) substantially equal installments at the end of each monthly anniversary of the date of grant, February 7, 2013.
F5The options became exercisable in forty-eight (48) substantially equal installments at the end of each monthly anniversary of the date of grant, February 27, 2014.
F6The options became exercisable in forty-eight (48) substantially equal installments at the end of each monthly anniversary of the date of grant, February 18, 2015.