0001104659-21-142278.txt : 20211122
0001104659-21-142278.hdr.sgml : 20211122
20211122091042
ACCESSION NUMBER: 0001104659-21-142278
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20211119
FILED AS OF DATE: 20211122
DATE AS OF CHANGE: 20211122
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Hite Christopher
CENTRAL INDEX KEY: 0001814238
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36065
FILM NUMBER: 211430369
MAIL ADDRESS:
STREET 1: C/O ACCELERON PHARMA INC.
STREET 2: 128 SIDNEY STREET
CITY: CAMBRIDGE
STATE: MA
ZIP: 02139
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: ACCELERON PHARMA INC
CENTRAL INDEX KEY: 0001280600
STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836]
IRS NUMBER: 000000000
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 128 SIDNEY STREET
CITY: CAMBRIDGE
STATE: MA
ZIP: 02139
BUSINESS PHONE: 617-649-9200
MAIL ADDRESS:
STREET 1: 128 SIDNEY STREET
CITY: CAMBRIDGE
STATE: MA
ZIP: 02139
4
1
tm2133601-11_4seq1.xml
OWNERSHIP DOCUMENT
X0306
4
2021-11-19
1
0001280600
ACCELERON PHARMA INC
XLRN
0001814238
Hite Christopher
128 SIDNEY STREET
CAMBRIDGE
MA
02139
1
0
0
0
Common Stock
2021-11-19
4
U
0
930
D
0
D
Option to Purchase Common Stock
92.09
2021-11-19
4
D
0
10267
D
Common Stock
10267
0
D
Option to Purchase Common Stock
115.53
2021-11-19
4
D
0
1848
D
Common Stock
1848
0
D
This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of September 29, 2021, by and among the Issuer, Merck Sharp & Dohme Corp. ("Parent"), and Astros Merger Sub, Inc., a direct wholly owned subsidiary of Parent ("Merger Sub"), pursuant to which Merger Sub completed a tender offer for shares of common stock of the Issuer (each, a "Share") and thereafter merged with and into the Issuer (the "Merger") effective as of November 19, 2021 (the "Effective Time"). At the Effective Time, each issued and outstanding Share was cancelled and converted into the right to receive $180.00 in cash (the "Offer Price") without interest and subject to applicable withholding taxes.
Pursuant to the terms of the Merger Agreement, at the Effective Time, each option to purchase Shares granted under an Issuer equity plan (each, a "Company Stock Option") that was outstanding and unvested immediately prior to the Effective Time vested in full. As of the Effective Time, each Company Stock Option that was outstanding immediately prior to the Effective Time was cancelled, and, in exchange therefor, the holder of such cancelled Company Stock Option was entitled to receive (without interest), in consideration of the cancellation of such Company Stock Option, an amount in cash (less applicable tax withholdings) equal to the product of (x) the total number of Shares subject to such Company Stock Option immediately prior to the Effective Time multiplied by (y) the excess, if any, of the Offer Price over the applicable exercise price per Share under such Company Stock Option.
/s/ Adam M. Veness, as attorney-in-fact for Christopher Hite
2021-11-22