SEC Form 4 · accession 0001209191-15-055573
SYNAGEVA BIOPHARMA CORP · GEVA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Glen Williams
Officer — SVP, Technical Operations
Period of report
Jun 22, 2015
Accepted (ET)
Jun 23, 2015 · 10:31 am EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000911326
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F3 | Jun 22, 2015 | A | 56 | $78.87 | A | 26,024 | D | |
| Common StockF4 | Jun 22, 2015 | D | 524 | — | D | 25,500 | D | |
| Common StockF5,F6 | Jun 22, 2015 | D | 25,500 | — | 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 Options (Right to Buy)F7 | $40.32 | Jun 22, 2015 | D | 20,002 | D | — | Jun 6, 2023 | Common Stock | 20,002 | 0 | D |
| Stock Options (Right to Buy)F8 | $57.56 | Jun 22, 2015 | D | 13,334 | D | — | Oct 4, 2022 | Common Stock | 13,334 | 0 | D |
| Stock Options (Right to Buy)F9 | $80.35 | Jun 22, 2015 | D | 33,750 | D | — | Jun 4, 2024 | Common Stock | 33,750 | 0 | D |
Explanation of responses
- F1The reporting person is voluntarily reporting the acquisition of shares of the Synageva's common stock pursuant to the Syngaeva BioPharma Corp. Employee Stock Purchase Plan ("ESPP"), for the ESPP purchase period of January 1, 2015 through June 11, 2015. This transaction is also exempt under Rule 16b-3(c).
- F2The reporting person is voluntarily reporting the transaction as of June 22, 2015, but the actual transaction took place on June 11, 2015, the last trading of the option period under the ESPP.
- F3In accordance with the ESPP, these shares were purchased based on 85% of the closing stock price on January 1, 2015, the first trading day of the option period.
- F4These shares are being disposed of in connection with a merger following the completion of an exchange offer by Pulsar Merger Sub Inc., a Delaware corporation ("Purchaser") and Alexion Pharmaceuticals, Inc., a Delaware corporation ("Parent") to purchase all of the issued and outstanding shares of common stock of Synageva, pursuant to an Agreement and Plan of Reorganization (the "Merger Agreement"), dated May 5, 2015, among Parent, Purchaser, Merger Sub, Galaxy Merger Sub LLC and Synageva. Each outstanding share of Synageva common stock was automatically cancelled and converted into the right to receive (a) $115.00 in cash and (b) 0.6581 of a share of Parent's common stock, without interest, but subject to any required withholding of taxes (the "Transaction Consideration").
- F5Represents shares issuable pursuant to a Restricted Stock Unit Award ("RSU"), which vest (x) 25% on June 5, 2015 and (y) 12.5% per six months thereafter.
- F6Pursuant to the Merger Agreement, (i) 12,750 RSUs were accelerated and cancelled in exchange for the Transaction Consideration and (ii) 12,750 RSUs were cancelled and converted into a number of restricted stock units of Parent common stock, based on a conversion ratio which vest on the same schedule as the RSUs.
- F7Pursuant to the Merger Agreement, these options, which vest 25% on 06/06/2014 and 1/36 of the remainder of the shares vest and become exercisable monthly thereafter, accelerated, became fully vested and were cancelled pursuant to the Merger Agreement in exchange for, an amount in cash and shares of Alexion common stock equal to (i) the Transaction Consideration multiplied by (ii) a number of shares of Synageva common stock equal to (1) $230.00 minus the per share exercise price, divided by (2) $230.00, with the cash portion of such amount rounded down to the nearest cent and with the portion of such amount payable in shares of Parent common stock rounded down to the nearest one thousandth of a share.
- F8Pursuant to the Merger Agreement, these options, which vest 25% on 09/24/2013 and 1/36 of the remainder of the shares vest and become exercisable monthly thereafter, accelerated, became fully vested and were cancelled pursuant to the Merger Agreement in exchange for an amount in cash and shares of Alexion common stock equal to (i) the Transaction Consideration multiplied by (ii) a number of shares of Synageva common stock equal to (1) $230.00 minus the per share exercise price , divided by (2) $230.00, with the cash portion of such amount rounded down to the nearest cent and with the portion of such amount payable in shares of Parent common stock rounded down to the nearest one thousandth of a share.
- F9Pursuant to the Merger Agreement, these options, which vest 25% on 06/04/2015 and 1/36 of the remainder of the shares vest and become exercisable monthly thereafter, accelerated, became fully vested and were cancelled pursuant to the Merger Agreement in exchange for, an amount in cash and shares of Alexion common stock equal to (i) the Transaction Consideration multiplied by (ii) a number of shares of Synageva common stock equal to (1) $230.00 minus the per share exercise price, divided by (2) $230.00, with the cash portion of such amount rounded down to the nearest cent and with the portion of such amount payable in shares of Parent common stock rounded down to the nearest one thousandth of a share.