SEC Form 4 · accession 0001209191-15-055575
SYNAGEVA BIOPHARMA CORP · GEVA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Carsten Boess
Officer — SVP, Chief Financial Officer
Period of report
Jun 22, 2015
Accepted (ET)
Jun 23, 2015 · 10:34 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 | Jun 22, 2015 | D | 24,000 | — | 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)F3 | $1.70 | Jun 22, 2015 | D | 9,929 | D | — | May 25, 2021 | Common Stock | 9,929 | 0 | D |
| Stock Options (Right to Buy)F4 | $23.00 | Jun 22, 2015 | D | 7,292 | D | — | Dec 20, 2021 | Common Stock | 7,292 | 0 | D |
| Stock Options (Right to Buy)F5 | $40.32 | Jun 22, 2015 | D | 45,000 | D | — | Jun 6, 2023 | Common Stock | 45,000 | 0 | D |
| Stock Options (Right to Buy)F6 | $40.74 | Jun 22, 2015 | D | 15,938 | D | — | Jun 27, 2022 | Common Stock | 15,938 | 0 | D |
| Stock Options (Right to Buy)F7 | $80.35 | Jun 22, 2015 | D | 40,000 | D | — | Jun 4, 2024 | Common Stock | 40,000 | 0 | D |
Explanation of responses
- F1Represents 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.
- F2Pursuant to the Merger Agreement, (i) 12,000 RSUs were accelerated and cancelled in exchange for the Transaction Consideration and (ii) 12,000 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.
- F3Pursuant to the Merger Agreement, these options, which vest 25% on 05/16/2012 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.
- F4Pursuant to the Merger Agreement, these options, which vest 25% on 05/25/2012 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.
- F5Pursuant 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.
- F6Pursuant to the Merger Agreement, these options, which vest 25% on 06/27/2013 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.
- F7Pursuant 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.