0000899243-21-011495.txt : 20210315
0000899243-21-011495.hdr.sgml : 20210315
20210315091511
ACCESSION NUMBER: 0000899243-21-011495
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20210313
FILED AS OF DATE: 20210315
DATE AS OF CHANGE: 20210315
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Yao Zhengbin
CENTRAL INDEX KEY: 0001326228
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39067
FILM NUMBER: 21740024
MAIL ADDRESS:
STREET 1: 10301 STELLA LINK ROAD
CITY: HOUSTON
STATE: TX
ZIP: 77025
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Viela Bio, Inc.
CENTRAL INDEX KEY: 0001734517
STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834]
IRS NUMBER: 000000000
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 1 MEDIMMUNE WAY
CITY: GAITHERSBURG
STATE: MD
ZIP: 20878
BUSINESS PHONE: 240-558-0038
MAIL ADDRESS:
STREET 1: 1 MEDIMMUNE WAY
CITY: GAITHERSBURG
STATE: MD
ZIP: 20878
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2021-03-13
1
0001734517
Viela Bio, Inc.
VIE
0001326228
Yao Zhengbin
C/O VIELA BIO, INC.,
ONE MEDIMMUNE WAY, FIRST FLOOR, AREA TWO
GAITHERSBURG
MD
20878
1
1
0
0
Chief Executive Officer
Common Stock
2021-03-13
4
D
0
270219
53.00
D
0
D
Common Stock
2021-03-13
4
D
0
200000
53.00
D
0
I
Held by Yao Irrevocable Trust
Stock Option (right to buy)
41.10
2021-03-15
4
D
0
188057
D
2030-03-01
Common Stock
188057
0
D
Stock Option (right to buy)
15.84
2021-03-15
4
D
0
120000
D
2029-08-25
Common Stock
120000
0
D
Stock Option (right to buy)
2.84
2021-03-15
4
D
0
309375
D
2028-05-10
Common Stock
309375
0
D
Reflects disposition of Issuer common stock in connection with the consummation of the transactions contemplated by the Agreement and Plan of Merger, dated January 31, 2021 (the "Merger Agreement"), by and among the Issuer, Horizon Therapeutics USA, Inc., Teiripic Merger Sub, Inc. ("Purchaser"), and for certain purposes, Horizon Therapeutics plc ("Ultimate Parent"), including the completion on March 13, 2021 of a tender offer to purchase all of the outstanding shares of Issuer common stock at a price of $53.00 per share in cash, without interest, less any required withholding taxes (the "Offer Price"), and the consummation of the merger (the "Merger") between the Issuer and Purchaser on on March 15, 2021. Pursuant to the Merger Agreement, as of the effective time of the Merger (the "Effective Time"), each outstanding share of Issuer common stock was cancelled in exchange for the right to receive an amount equal to the Offer Price.
Pursuant to the Merger Agreement, at the Effective Time, each of the outstanding options that was otherwise eligible to vest in accordance with its terms on or before June 1, 2021, subject solely to the continued services of the holder of such option with the Issuer through such date, was accelerated and became fully vested, and each of such outstanding options was canceled and converted into the right to receive a cash amount (without interest) equal to the product of (i) the number of shares subject to such option, multiplied by (ii) the excess of (x) $53.00 over (y) the exercise price payable per share under such option.
Pursuant to the Merger Agreement, at the Effective Time, each of the unvested and outstanding options that was not otherwise eligible to vest in accordance with its terms on or before June 1, 2021, subject solely to the continued services of the holder of such option with the Issuer through such date, was converted into into an option to purchase Ultimate Parent ordinary shares, subject to substantially the same vesting terms and conditions as were applicable to such option immediately prior to the Effective Time, with respect to the number of Ultimate Parent ordinary shares determined by multiplying (i) the number of shares subject to such option immediately prior to the Effective Time and (ii) an exchange ratio equal to 0.6047.
/s/ Nishant Dharia, Attorney-in-fact
2021-03-15