SEC Form 4 · accession 0000908662-16-000434
DYAX CORP · DYAX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Thomas L Kempner
Other
Period of report
Jan 22, 2016
Accepted (ET)
Jan 22, 2016 · 4:07 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 StockF1 | Jan 22, 2016 | D | 55,041 | — | D | 0 | D | |
| Common StockF1,F2 | Jan 22, 2016 | D | 539,805 | — | D | 0 | I | By Loeb Holding Corporation |
| Common StockF1,F3 | Jan 22, 2016 | D | 997,336 | — | D | 0 | I | By Trust |
| Common StockF1 | Jan 22, 2016 | D | 5,021 | — | D | 0 | I | By Spouse |
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,F4 | $2.97 | Jan 22, 2016 | D | 6,000 | D | — | May 18, 2016 | Common Stock | 6,000 | 0 | D |
| Stock Option (right to buy)F5,F6 | $3.82 | Jan 22, 2016 | D | 75,000 | D | — | May 15, 2018 | Common Stock | 75,000 | 0 | D |
| Stock Option (right to buy)F5,F7 | $2.09 | Jan 22, 2016 | D | 75,000 | D | — | May 12, 2021 | Common Stock | 75,000 | 0 | D |
| Stock Option (right to buy)F5,F8 | $6.17 | Jan 22, 2016 | D | 25,000 | D | — | May 8, 2024 | Common Stock | 25,000 | 0 | D |
| Stock Option (right to buy)F5,F9 | $26.23 | Jan 22, 2016 | D | 50,000 | D | — | May 12, 2025 | Common Stock | 50,000 | 0 | 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 reporting person is the Chairman, Chief Executive Officer, and also beneficial owner of a majority of the voting stock of Loeb Holding Corporation. The reporting person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.
- F3Shares held in trust, of which the reporting person is the trustee, for the benefit of the reporting person's brother's children, the reporting person's children, the reporting person's sister-in-law, and the reporting person.
- F4The options became fully exercisable on May 15, 2008.
- F5Pursuant 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.
- F6The options became fully exercisable on May 12, 2011.
- F7The options became fully exercisable on May 8, 2014.
- F8The options became fully exercisable on May 8, 2015.
- F9The options became exercisable in twelve (12) substantially equal installments on each monthly anniversary of the date of grant, May 12, 2015.