0001209191-19-053916.txt : 20191024
0001209191-19-053916.hdr.sgml : 20191024
20191024190153
ACCESSION NUMBER: 0001209191-19-053916
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: Preston Heather
CENTRAL INDEX KEY: 0001606826
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36431
FILM NUMBER: 191166892
MAIL ADDRESS:
STREET 1: C/O TPG GLOBAL, LLC
STREET 2: 301 COMMERCE STREET
CITY: FORT WORTH
STATE: TX
ZIP: 76102
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
0001606826
Preston Heather
C/O TPG GLOBAL, LLC
301 COMMERCE STREET, SUITE 3300
FORT WORTH
TX
76102
1
0
0
0
Stock Option (Right to Buy)
39.66
2019-10-22
4
D
0
6350
0.00
D
2025-05-18
Common Stock
6350
0
D
Stock Option (Right to Buy)
29.26
2019-10-22
4
D
0
15000
0.00
D
2026-05-25
Common Stock
15000
0
D
Stock Option (Right to Buy)
16.90
2019-10-22
4
D
0
15000
0.00
D
2027-05-23
Common Stock
15000
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 fully vest and become exercisable on the date of the 2016 Annual Meeting of the Stockholders of the Issuer, so long as the Reporting Person provides continuous service to the Issuer through such date. The shares subject to this option are fully vested as of the date hereof.
The shares subject to this option, whether or not vested, were cancelled at the Effective Time without any consideration payable therefor.
The shares subject to this option shall fully vest and become exercisable on the date of the 2017 Annual Meeting of the Stockholders of the Issuer, so long as the Reporting Person provides continuous service to the Issuer through such date. The shares subject to this option are fully vested as of the date hereof.
The shares subject to this option shall fully vest and become exercisable on the date of the 2018 Annual Meeting of the Stockholders of the Issuer, so long as the Reporting Person provides continuous service to the Issuer through such date. The shares subject to this option are fully vested as of the date hereof.
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.
/s/ Alan Hambelton, Attorney-in-Fact
2019-10-24