SEC Form 4 · accession 0001209191-15-055580
SYNAGEVA BIOPHARMA CORP · GEVA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Stephen Davis
Director
Period of report
Jun 22, 2015
Accepted (ET)
Jun 23, 2015 · 10:38 am EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000911326
Table I — non-derivative securities
No Table I lines on this filing.
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)F1 | $10.10 | Jun 22, 2015 | D | 3,000 | D | — | Jul 21, 2019 | Common Stock | 3,000 | 0 | D |
| Stock Options (Right to Buy)F2 | $11.35 | Jun 22, 2015 | D | 3,000 | D | — | Sep 22, 2020 | Common Stock | 3,000 | 0 | D |
| Stock Options (Right to Buy)F3 | $20.60 | Jun 22, 2015 | D | 3,000 | D | — | Jun 26, 2018 | Common Stock | 3,000 | 0 | D |
| Stock Options (Right to Buy)F4 | $23.00 | Jun 22, 2015 | D | 15,000 | D | — | Dec 20, 2021 | Common Stock | 15,000 | 0 | D |
| Stock Options (Right to Buy)F5 | $23.95 | Jun 22, 2015 | D | 4,000 | D | — | Jun 27, 2017 | Common Stock | 4,000 | 0 | D |
| Stock Options (Right to Buy)F6 | $25.00 | Jun 22, 2015 | D | 3,000 | D | — | Aug 14, 2017 | Common Stock | 3,000 | 0 | D |
| Stock Options (Right to Buy)F7 | $40.32 | Jun 22, 2015 | D | 7,500 | D | — | Jun 6, 2023 | Common Stock | 7,500 | 0 | D |
| Stock Options (Right to Buy)F8 | $40.74 | Jun 22, 2015 | D | 7,500 | D | — | Jun 27, 2022 | Common Stock | 7,500 | 0 | D |
| Stock Options (Right to Buy)F9 | $80.35 | Jun 22, 2015 | D | 7,500 | D | — | Jun 4, 2024 | Common Stock | 7,500 | 0 | D |
Explanation of responses
- F1Pursuant to the Merger Agreement, these options, which vested 100% and became first exerciseable on July 21, 2010, 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.
- F2Pursuant to the Merger Agreement, these options, which vested 100% and became first exerciseable on 9/22/2011, 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 vested 100% and became first exerciseable on June 26, 2009, 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 12/02/2011 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 one-third every year over a three-year period and first become exercisable on the following schedule: 33.33% on June 27, 2008, 33.33% on June 27, 2009 and 33.33% on June 27, 2010, 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 100% and first became exercisable on August 14, 2008, 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, 1/12 of which vest on 07/06/2013 and 1/12 of which 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, 1/12 of which vest on 07/27/2012 and 1/12 of which 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, 1/12 of which vest on 07/04/2014 and 1/12 of which 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.