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