0001209191-19-053904.txt : 20191024 0001209191-19-053904.hdr.sgml : 20191024 20191024185257 ACCESSION NUMBER: 0001209191-19-053904 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20191022 FILED AS OF DATE: 20191024 DATE AS OF CHANGE: 20191024 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Azelby Robert CENTRAL INDEX KEY: 0001656998 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36431 FILM NUMBER: 191166808 MAIL ADDRESS: STREET 1: 307 WESTLAKE AVE. NORTH, STE 300 CITY: SEATTLE STATE: WA ZIP: 98109 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ALDER BIOPHARMACEUTICALS INC CENTRAL INDEX KEY: 0001423824 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 900134860 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 11804 NORTH CREEK PARKWAY SOUTH CITY: BOTHELL STATE: WA ZIP: 98011 BUSINESS PHONE: 425-205-2900 MAIL ADDRESS: STREET 1: 11804 NORTH CREEK PARKWAY SOUTH CITY: BOTHELL STATE: WA ZIP: 98011 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2019-10-22 1 0001423824 ALDER BIOPHARMACEUTICALS INC ALDR 0001656998 Azelby Robert 11804 NORTH CREEK PARKWAY SOUTH BOTHELL WA 98011 1 1 0 0 President and CEO Stock Option (Right to Buy) 16.20 2019-10-22 4 D 0 1000000 0.00 D 2028-06-12 Common Stock 1000000 0 D Stock Option (Right to Buy) 14.00 2019-10-22 4 D 0 505000 0.00 D 2029-02-05 Common Stock 505000 0 D Restricted Stock Units 2019-10-22 4 D 0 15000 0.00 D Common Stock 15000 0 D Stock Option (Right to Buy) 16.20 2019-10-22 4 D 0 150000 0.00 D 2019-04-23 2028-06-12 Common Stock 150000 0 D On September 16, 2019, the Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement") with H. Lundbeck A/S ("Lundbeck"), Lundbeck LLC and Violet Acquisition Corp., a wholly owned subsidiary of Lundbeck ("Purchaser"). On October 22, 2019 (the "Effective Time"), Purchaser merged with and into the Issuer pursuant to Section 251(h) of the General Corporation Law of the State of Delaware, with the Issuer being the surviving corporation and becoming a wholly-owned subsidiary of Lundbeck. The shares subject to this option shall vest at a rate of twenty-five percent of the total number of shares on the one-year anniversary of June 13, 2018 (the "Vesting Commencement Date") and 1/48th of the total number of shares each monthly anniversary of the Vesting Commencement Date thereafter for so long as the Reporting Person provides continuous service to the Issuer, such that the total number of shares shall be fully vested on the four-year anniversary of the Vesting Commencement Date. The shares subject to this option, whether or not vested, were cancelled and converted into the right to receive both (i) a cash payment equal to (A) the excess, if any of (x) $18.00 over (y) the Exercise Price per share listed in Column 2 of Table II of this Form 4, multiplied by (B) the total number of shares listed in Column 5 of Table II of this Form 4, and (ii) one non-transferable contingent value right for each share subject to this option, which represents the contractual right to receive up to an additional $2.00 per share upon achievement of a milestone. The shares subject to this option shall vest at a rate of twenty-five percent of the total number of shares on the one-year anniversary of January 1, 2019 (the "Vesting Commencement Date") and 1/48th of the total number of shares each monthly anniversary of the Vesting Commencement Date thereafter for so long as the Reporting Person provides continuous service to the Issuer, such that the total number of shares shall be fully vested on the four-year anniversary of the Vesting Commencement Date. Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's Common Stock. Subject to the Reporting Person providing continuous service to the Issuer, 25% of the shares subject to the RSU shall vest on each annual anniversary of January 1, 2019. The shares subject to this RSU, whether or not vested, were cancelled and converted into the right to receive both (i) a cash payment equal to the product of (A) $18.00 and (B) the total number of shares listed in Column 5 of Table II of this Form 4, and (ii) one non-transferable contingent value right for each share subject to this RSU, which represents the contractual right to receive up to an additional $2.00 per share upon achievement of a milestone. On June 13, 2018, the Reporting Person was granted an option to purchase 150,000 shares of Issuer's Common Stock (the "Option"). The Option vests upon obtaining acceptance by the U.S. Food and Drug Administration (or any successor entity thereto) (the "FDA") of the first Biologics License Application submitted to the FDA by the Company or an affiliate seeking approval for the commercial sale and marketing of eptinezumab in the United States for review and certification by the Issuer's Compensation Committee that the achievement of such milestone had been achieved (the "FDA Filing Milestone"). On April 23, 2019, the Issuer's Compensation Committee certified that the FDA Milestone had been achieved, resulting in the vesting of 150,000 shares subject to the Option. /s/ Alan Hambelton, Attorney-in-Fact 2019-10-24