0001104659-19-021851.txt : 20190417
0001104659-19-021851.hdr.sgml : 20190417
20190417093559
ACCESSION NUMBER: 0001104659-19-021851
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20190417
FILED AS OF DATE: 20190417
DATE AS OF CHANGE: 20190417
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Keefer Jason
CENTRAL INDEX KEY: 0001717590
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-32966
FILM NUMBER: 19752333
MAIL ADDRESS:
STREET 1: 7015 ALBERT EINSTEIN DRIVE
CITY: COLUMBIA
STATE: MD
ZIP: 21046
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: OSIRIS THERAPEUTICS, INC.
CENTRAL INDEX KEY: 0001360886
STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836]
IRS NUMBER: 710881115
STATE OF INCORPORATION: MD
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 7015 ALBERT EINSTEIN DRIVE
CITY: COLUMBIA
STATE: MD
ZIP: 21046
BUSINESS PHONE: 443-545-1819
MAIL ADDRESS:
STREET 1: 7015 ALBERT EINSTEIN DRIVE
CITY: COLUMBIA
STATE: MD
ZIP: 21046
4
1
a4.xml
4
X0306
4
2019-04-17
1
0001360886
OSIRIS THERAPEUTICS, INC.
OSIR
0001717590
Keefer Jason
C/O OSIRIS THERAPEUTICS, INC.
7075 ALBERT EINSTEIN DRIVE
COLUMBIA
MD
21046
0
1
0
0
Chief Commercial Officer
Common Stock
2019-04-17
4
D
0
4000
19.00
D
0
D
Incentive Stock Option (right to buy)
6.80
2019-04-17
4
D
0
16000
0
D
2027-07-18
Common Stock
16000
0
D
Incentive Stock Option (right to buy)
10.53
2019-04-17
4
D
0
20000
0
D
2028-06-26
Common Stock
20000
0
D
On March 12, 2019, the Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement") with Smith & Nephew Consolidated, Inc., a Delaware corporation ("Parent"), Papyrus Acquisition Corp., a Maryland corporation and a direct subsidiary of Parent ("Purchaser") and Smith & Nephew plc, an English public limited company. Pursuant to the terms of the Merger Agreement and the Offer (as defined in the Merger Agreement), each share of the Issuer's common stock (the "Common Stock") held by the Reporting Person was acquired, subject to adjustment, at a purchase price of $19.00 per share (the "Offer Price") in cash.
Pursuant to the Merger Agreement, each outstanding stock option was canceled in exchange for a lump sum cash payment equal to the excess, if any, of (A) the Offer Price over (B) the exercise price per share of such stock option, multiplied by the number of shares of Common Stock subject to such option.
/s/ Jason Keefer
2019-04-17