0001104659-23-080685.txt : 20230713 0001104659-23-080685.hdr.sgml : 20230713 20230713135818 ACCESSION NUMBER: 0001104659-23-080685 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230711 FILED AS OF DATE: 20230713 DATE AS OF CHANGE: 20230713 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Simms Christopher Paul CENTRAL INDEX KEY: 0001877012 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36080 FILM NUMBER: 231086433 MAIL ADDRESS: STREET 1: FIVE PENN PLAZA SUITE 2372 CITY: NEW YORK STATE: NY ZIP: 10001 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: IVERIC bio, Inc. CENTRAL INDEX KEY: 0001410939 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 208185347 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 8 SYLVAN WAY CITY: PARSIPPANY STATE: NJ ZIP: 07054 BUSINESS PHONE: (609) 474-6755 MAIL ADDRESS: STREET 1: 8 SYLVAN WAY CITY: PARSIPPANY STATE: NJ ZIP: 07054 FORMER COMPANY: FORMER CONFORMED NAME: Ophthotech Corp. DATE OF NAME CHANGE: 20070828 4 1 tm2321002-6_4seq1.xml OWNERSHIP DOCUMENT X0407 4 2023-07-11 1 0001410939 IVERIC bio, Inc. ISEE 0001877012 Simms Christopher Paul C/O IVERIC BIO, INC. 8 SYLVAN WAY PARSIPPANY NJ 07054 0 1 0 0 SVP, Chief Commercial Officer 0 Common Stock 2023-07-11 4 D 0 32429 D 0 D Restricted Stock Units 2023-07-11 4 D 0 56250 D Common Stock 56250 0 D Restricted Stock Units 2023-07-11 4 D 0 18750 D Common Stock 18750 0 D Restricted Stock Units 2023-07-11 4 D 0 37500 D Common Stock 37500 0 D Stock Option (Right to Buy) 8.64 2023-07-11 4 D 0 160000 D 2031-08-01 Common Stock 160000 0 D Stock Option (Right to Buy) 14.83 2023-07-11 4 D 0 50000 D 2031-12-16 Common Stock 50000 0 D Stock Option (Right to Buy) 22.57 2023-07-11 4 D 0 75000 D 2032-12-19 Common Stock 75000 0 D On July 11, 2023, pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated April 28, 2023, by and among IVERIC bio, Inc. ("IVERIC"), Astellas US Holding, Inc., Berry Merger Sub, Inc. ("Merger Sub") and, solely as provided by Section 8.10(b) of the Merger Agreement, Astellas Pharma Inc. ("Astellas"), Merger Sub merged with and into IVERIC, with IVERIC surviving the merger and becoming an indirect wholly owned subsidiary of Astellas (the "Merger"). At the effective time of the Merger (the "Effective Time"), each share of IVERIC common stock ("Common Stock") reported in this Form 4 was automatically cancelled and was converted into the right to receive $40.00 in cash, without interest and less any applicable withholding taxes. Each IVERIC restricted stock unit ("RSU") represented the contingent right to receive one share of Common Stock upon vesting of the RSU. Pursuant to the Merger Agreement, at the Effective Time, each RSU reported in this Form 4 was cancelled and converted into the right to receive a cash payment (subject to any applicable tax withholding) equal to (1) $40.00, multiplied by (2) the number of shares of Common Stock subject to such RSU. Pursuant to the Merger Agreement, at the Effective Time, each option to acquire Common Stock ("IVERIC Option") reported in this Form 4 which had a per share exercise price less than $40.00 was cancelled and converted into the right to receive a cash payment (subject to any applicable tax withholding) equal to (1) the excess of $40.00 over the exercise price per share of Common Stock underlying such IVERIC Option, multiplied by (2) the total number of shares of Common Stock subject to such IVERIC Option immediately prior to the Effective Time (without regard to vesting). Each IVERIC Option reported in this Form 4 which had a per share exercise price $40.00 or greater was cancelled with no consideration payable in respect thereof. /s/ Todd D.C. Anderman, as Attorney-in-Fact for Christopher Simms 2023-07-13