0001209191-19-053921.txt : 20191024 0001209191-19-053921.hdr.sgml : 20191024 20191024191050 ACCESSION NUMBER: 0001209191-19-053921 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: Bucher James B CENTRAL INDEX KEY: 0001664928 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36431 FILM NUMBER: 191166980 MAIL ADDRESS: STREET 1: 11804 NORTH CREEK PARKWAY S CITY: BOTHELL STATE: WA ZIP: 98011 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 0001664928 Bucher James B 11804 NORTH CREEK PARKWAY SOUTH BOTHELL WA 98011 0 1 0 0 EVP & General Counsel Common Stock 2019-05-31 4 A 0 1345 9.197 A 11154 D Common Stock 2019-10-11 4 A 0 904 9.20 A 12058 D Common Stock 2019-10-22 4 A 0 15619 0.00 A 27677 D Common Stock 2019-10-22 4 U 0 27677 18.00 D 0 D Stock Option (Right to Buy) 20.17 2019-10-22 4 D 0 95000 0.00 D 2026-03-02 Common Stock 95000 0 D Stock Option (Right to Buy) 20.40 2019-10-22 4 D 0 50000 0.00 D 2027-01-26 Common Stock 50000 0 D Stock Option (Right to Buy) 10.70 2019-10-22 4 D 0 35000 0.00 D 2027-12-13 Common Stock 35000 0 D Stock Option (Right to Buy) 13.55 2019-10-22 4 D 0 70000 0.00 D 2028-02-15 Common Stock 70000 0 D Stock Option (Right to Buy) 13.24 2019-10-22 4 D 0 70000 0.00 D 2028-11-24 Common Stock 70000 0 D Stock Option (Right to Buy) 14.00 2019-10-22 4 D 0 135000 0.00 D 2029-02-05 Common Stock 135000 0 D The shares were acquired under the Issuer's 2014 Employee Stock Purchase Plan on May 31, 2019 in a transaction exempt under Rule 16b-3(c). The shares were acquired under the Issuer's 2014 Employee Stock Purchase Plan on October 11, 2019 in a transaction exempt under Rule 16b-3(c). On January 2, 2018, the Reporting Person was granted restricted stock units which represented a contingent right to receive a maximum of 23,429 shares of Issuer's Common Stock (the "RSU"), of which 7,810 shares had vested and the remaining 15,619 shares were to vest upon the achievement of one or more milestones or a change of control of the Issuer. The remaining shares subject to the RSU vested in full upon the Effective Time (as such term is defined in footnote 6). On September 16, 2019, the Reporting Person entered into a Tender and Support (the "Support Agreement") with H. Lundbeck A/S ("Lundbeck"), Lundbeck LLC, Violet Acquisition Corp., a wholly owned subsidiary of Lundbeck ("Purchaser") and certain other securityholders of Issuer, pursuant to which the Reporting Person agreed to tender all shares of the Issuer's Common Stock, Class A-1 Convertible Preferred Stock or shares of Common Stock underlying stock options, as the case may be, held by Reporting Person to Purchaser (the "Tender Offer"). On October 22, 2019, Purchaser accepted the Tender Offer. The Reporting Person will also receive one non-transferable contingent value right for each share held, which will entitle them to receive up to an additional $2.00 per share upon achievement of a milestone. On September 16, 2019, the Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement") with Lundbeck, Lundbeck LLC and 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 and become exercisable at a rate of 25% of the total number of shares on the one-year anniversary of January 18, 2016 (the "2016 Vesting Commencement Date") and 1/48th of the total number of shares each monthly anniversary of the 2016 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 2016 Vesting Commencement Date. 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 vest and become exercisable at a rate of 25% of the total number of shares on the one-year anniversary of January 1, 2017 (the "2017 Vesting Commencement Date") and 1/48th of the total number of shares each monthly anniversary of the 2017 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 2017 Vesting Commencement Date. The shares subject to this option shall vest and become exercisable at a rate of 25% of the total number of shares on the one-year anniversary of December 14, 2017 (the "December 2017 Vesting Commencement Date") and 1/48th of the total number of shares each monthly anniversary of the December 2017 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 December 2017 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 and become exercisable at a rate of 25% of the total number of shares on the one-year anniversary of January 1, 2018 (the "2018 Vesting Commencement Date") and 1/48th of the total number of shares each monthly anniversary of the 2018 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 2018 Vesting Commencement Date. 25% of the total number of shares subject to the option shall vest on the one-year anniversary of November 25, 2018 (the "November 2018 Vesting Commencement Date") and thereafter 1/48th of the total number of shares subject to the option shall vest on the monthly anniversary of the November 2018 Vesting Commencement Date, subject to the Reporting Person's continuous service to the Issuer through each applicable vesting date. The shares subject to this option shall vest and become exercisable at a rate of 25% of the total number of shares on the one-year anniversary of January 1, 2019 (the "2019 Vesting Commencement Date") and 1/48th of the total number of shares each monthly anniversary of the 2019 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 2019 Vesting Commencement Date. /s/ Alan Hambelton, Attorney-in-Fact 2019-10-24