0000899243-18-030945.txt : 20181213 0000899243-18-030945.hdr.sgml : 20181213 20181213183833 ACCESSION NUMBER: 0000899243-18-030945 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20181212 FILED AS OF DATE: 20181213 DATE AS OF CHANGE: 20181213 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Heffernan Michael Thomas CENTRAL INDEX KEY: 0001448914 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36352 FILM NUMBER: 181234233 MAIL ADDRESS: STREET 1: C/O CORNERSTONE THERAPEUTICS INC. STREET 2: 1255 CRESCENT GREEN DRIVE, SUITE 250 CITY: CARY STATE: NC ZIP: 27518 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Akebia Therapeutics, Inc. CENTRAL INDEX KEY: 0001517022 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 208756903 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 245 FIRST STREET CITY: CAMBRIDGE STATE: MA ZIP: 02142 BUSINESS PHONE: 617-871-2098 MAIL ADDRESS: STREET 1: 245 FIRST STREET CITY: CAMBRIDGE STATE: MA ZIP: 02142 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2018-12-12 0 0001517022 Akebia Therapeutics, Inc. AKBA 0001448914 Heffernan Michael Thomas C/O AKEBIA THERAPEUTICS, INC. 245 FIRST ST. CAMBRIDGE MA 02142 1 0 0 0 Common Stock 2018-12-12 4 A 0 7486 A 7486 D Stock Option (Right to buy) 16.17 2018-12-12 4 A 0 18716 A 2026-06-21 Common Stock 18716 18716 D Stock Option (Right to buy) 17.53 2018-12-12 4 A 0 11229 A 2027-06-09 Common Stock 11229 11229 D Stock Option (Right to buy) 10.05 2018-12-12 4 A 0 11229 A 2028-06-30 Common Stock 11229 11229 D Stock Option (Right to buy) 8.94 2018-12-12 4 A 0 25000 0.00 A 2028-12-12 Common Stock 25000 25000 D Pursuant to the Agreement and Plan of Merger, dated as of June 28, 2018 (as amended, the "Merger Agreement"), each share of common stock of Keryx Biopharmaceuticals, Inc. ("Keryx") owned by the Reporting Person at the effective time of the transactions contemplated by the Merger Agreement (the "Effective Time") was automatically converted into 0.37433 shares of the Issuer's common stock (the "Exchange Multiplier"). The option is fully vested and currently exercisable. Pursuant to the Merger Agreement, each option to purchase Keryx common stock (a "Keryx Option"), whether vested or unvested, that was outstanding immediately prior to the Effective Time, was converted into an option to acquire the number of shares of common stock of the Issuer (an "Issuer Option") equal to the product of (i) the number of shares subject to such Keryx Option as of immediately prior to the Effective Time, multiplied by (ii) the Exchange Multiplier, rounded down to the nearest whole number of shares of the Issuer's common stock, at an exercise price per share equal to the quotient obtained by dividing the per share exercise price of the Keryx Option by the Exchange Multiplier, rounded up to the nearest whole cent. 25% of this option will vest on the first anniversary of the grant date with the remaining 75% vesting in equal quarterly installments thereafter. /s/ Nicole R. Hadas, Attorney-in-fact for Michael Thomas Heffernan 2018-12-13