0001209191-23-015092.txt : 20230303 0001209191-23-015092.hdr.sgml : 20230303 20230303060513 ACCESSION NUMBER: 0001209191-23-015092 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230302 FILED AS OF DATE: 20230303 DATE AS OF CHANGE: 20230303 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Chiswell David CENTRAL INDEX KEY: 0001687093 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33451 FILM NUMBER: 23701573 MAIL ADDRESS: STREET 1: C/O ALBIREO PHARMA, INC. STREET 2: 50 MILK STREET, 16TH FLOOR CITY: BOSTON STATE: MA ZIP: 02109 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ALBIREO PHARMA, INC. CENTRAL INDEX KEY: 0001322505 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 10 POST OFFICE SQUARE STREET 2: SUITE 502 SOUTH CITY: BOSTON STATE: MA ZIP: 02109 BUSINESS PHONE: 857-415-4774 MAIL ADDRESS: STREET 1: 10 POST OFFICE SQUARE STREET 2: SUITE 502 SOUTH CITY: BOSTON STATE: MA ZIP: 02109 FORMER COMPANY: FORMER CONFORMED NAME: Biodel Inc DATE OF NAME CHANGE: 20050331 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2023-03-02 1 0001322505 ALBIREO PHARMA, INC. ALBO 0001687093 Chiswell David C/O ALBIREO PHARMA, INC. 53 STATE STREET, 19TH FLOOR BOSTON MA 02109 1 0 0 0 Common Stock 2023-03-02 4 U 0 56278 D 0 D Stock Option (Right to Buy) 19.47 2023-03-02 4 D 0 8000 D 2032-06-23 Common Stock 8000 0 D Stock Option (Right to Buy) 36.87 2023-03-02 4 D 0 8000 D 2031-06-23 Common Stock 8000 0 D Stock Option (Right to Buy) 27.89 2023-03-02 4 D 0 8000 D 2030-06-18 Common Stock 8000 0 D Stock Option (Right to Buy) 31.22 2023-03-02 4 D 0 5500 D 2029-06-20 Common Stock 5500 0 D Stock Option (Right to Buy) 32.53 2023-03-02 4 D 0 5500 D 2028-06-14 Common Stock 5500 0 D Stock Option (Right to Buy) 17.05 2023-03-02 4 D 0 3000 D 2027-06-15 Common Stock 3000 0 D Stock Option (Right to Buy) 18.54 2023-03-02 4 D 0 4500 D 2027-01-22 Common Stock 4500 0 D This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger, dated January 8, 2023, (the "Merger Agreement"), among Ipsen Biopharmaceuticals, Inc., a Delaware corporation ("Parent"), Anemone Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent ("Purchaser"), solely for purposes of Sections 9.5, 9.6, 9.8 and 9.11 thereof, Ipsen Pharma SAS, a French societe par actions simplifiee ("Guarantor"), and the Issuer, pursuant to which Purchaser completed a tender offer for shares of common stock of the Issuer, $0.01 par value per share (each, a "Share") and thereafter merged with and into the Issuer (the "Merger"), effective as of March 2, 2023 (the "Effective Time"). At the Effective Time, each issued and outstanding Share was canceled and converted into the right to receive $42.00 in cash, without interest (the "Closing Amount") (Continued from Footnote 1) plus one non-tradeable contractual contingent value right ("CVR" and each CVR together with the Closing Amount, the "Offer Price"), which CVR represents the right to receive a contingent payment of $10.00, net to the holder in cash, without interest, upon the achievement of the milestone set forth in a certain Contingent Value Rights Agreement (the "CVR Agreement") on or prior to December 31, 2027 (the "Milestone"). Upon the terms and subject to the conditions set forth in the Merger Agreement, (a) each outstanding option to purchase Shares (each, a "Company Option") that was granted prior to the date of the Merger Agreement with an exercise price per Share less than $42.00 (each, an "In the Money Option"), was canceled and converted into the right to receive (A) cash in an amount, without interest, equal to the product of (x) the total number of Shares subject to such In the Money Option immediately prior to the Effective Time multiplied by (y) the excess of (I) $42.00 over (II) the exercise price payable per Share under such In the Money Option and (B) one CVR for each Share subject to such In the Money Option immediately prior to the Effective Time; (b) each Company Option that was granted prior to the date of the Merger Agreement with an exercise price per Share equal to or greater than $42.00 but less than $52.00 (each, an "Out of the Money Option") (Continued from Footnote 3) was canceled and converted into the right to receive, if the Milestone is achieved, cash in an amount equal to the product of (A) the total number of Shares subject to such Out of the Money Option immediately prior to the Effective Time multiplied by (B) the excess of (x) $52.00 over (y) the exercise price payable per-Share under such Out of the Money Option; and (c) each Company Option (A) that was granted on or after the date of the Merger Agreement or (B) having an exercise price per Share that is equal to or greater than $52.00 was canceled without consideration and had no further force or effect. /s/ Jason Duncan, Attorney-in-fact 2023-03-03