SEC Form 4 · accession 0001209191-15-055577
SYNAGEVA BIOPHARMA CORP · GEVA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Thomas J Tisch
Director
Period of report
Jun 22, 2015
Accepted (ET)
Jun 23, 2015 · 10:35 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 | Jun 22, 2015 | D | 373,560 | — | D | 0 | I | Through trusts |
| Common StockF1 | Jun 22, 2015 | D | 378,435 | — | 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)F2 | $40.32 | Jun 22, 2015 | D | 7,500 | D | — | Jun 6, 2023 | Common Stock | 7,500 | 0 | D |
| Stock Options (Right to Buy)F3 | $40.74 | Jun 22, 2015 | D | 15,000 | D | — | Jun 27, 2022 | Common Stock | 15,000 | 0 | D |
| Stock Options (Right to Buy)F4 | $80.35 | Jun 22, 2015 | D | 7,500 | D | — | Jun 4, 2024 | Common Stock | 7,500 | 0 | D |
Explanation of responses
- F1These 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").
- F2Pursuant to the Merger Agreement, these options, which vest 25% on 07/06/2013 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.
- F3Pursuant to the Merger Agreement, these options, which vest 25% on 07/27/2012 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 07/04/2014 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.