0001209191-20-003426.txt : 20200115 0001209191-20-003426.hdr.sgml : 20200115 20200115132641 ACCESSION NUMBER: 0001209191-20-003426 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200115 FILED AS OF DATE: 20200115 DATE AS OF CHANGE: 20200115 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Conner Edward R. CENTRAL INDEX KEY: 0001691265 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37833 FILM NUMBER: 20527948 MAIL ADDRESS: STREET 1: 501 CANAL BLVD. STREET 2: POINT RICHMOND TECH CENTER CITY: RICHMOND STATE: CA ZIP: 94804 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Audentes Therapeutics, Inc. CENTRAL INDEX KEY: 0001628738 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 461606174 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 600 CALIFORNIA ST., 17TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94108 BUSINESS PHONE: 415-638-6556 MAIL ADDRESS: STREET 1: 600 CALIFORNIA ST., 17TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94108 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2020-01-15 1 0001628738 Audentes Therapeutics, Inc. BOLD 0001691265 Conner Edward R. C/O AUDENTES THERAPEUTICS, INC. 600 CALIFORNIA STREET, 17TH FLOOR SAN FRANCISCO CA 94108 0 1 0 0 SVP, Chief Medical Officer Common Stock 2020-01-15 4 U 0 24584 60.00 D 0 D Stock Option (Right to Buy) 36.08 2020-01-15 4 D 0 90000 D 2029-07-15 Common Stock 90000 0 D On December 2, 2019, Audentes Therapeutics, Inc. (the "Company") entered into an Agreement and Plan of Merger (as it may be amended, supplemented or otherwise modified from time to time, the "Merger Agreement") with Astellas Pharma Inc. ("Astellas") and Asilomar Acquisition Corp., a wholly-owned subsidiary of Astellas ("Merger Sub"), pursuant to which Astellas acquired the Company by a tender offer for all shares of Company common stock (the "Offer") and a subsequent merger (the "Merger"), each of which became effective on January 15, 2020. Pursuant to the Merger Agreement, (i) Merger Sub purchased all shares of Company common stock that were validly tendered pursuant to the Offer for a cash payment equal to $60.00 per share (the "Offer Price") and (ii) all shares of Company common stock outstanding immediately prior to the effective time of the Merger (the "Effective Time"), were canceled and converted automatically into the right to receive the Offer Price. Pursuant to the Merger Agreement, immediately prior to the Effective Time, all outstanding Company restricted stock units, to the extent unvested, became fully vested, and at the Effective Time, each outstanding Company restricted stock unit was cancelled and converted into the right to receive an amount of cash (subject to any applicable withholding or other taxes required by applicable law) determined by multiplying (i) the number of shares of Company common stock subject to such Company restricted stock unit immediately prior to such cancellation by (ii) an amount in cash equal to the Offer Price, without any interest. Includes 18,750 shares of Company common stock issuable upon the settlement of restricted stock units. Pursuant to the Merger Agreement, immediately prior to the Effective Time, all outstanding Company stock options, to the extent unvested, became fully vested, and at the Effective Time, each outstanding Company stock option was cancelled and converted into the right to receive an amount of cash (subject to any applicable withholding or other taxes required by applicable law) determined by multiplying (i) the number of shares of Company common stock subject to such stock option immediately prior to such cancellation by (ii) the excess, if any, of an amount in cash equal to the Offer Price, without any interest, over the exercise price per share of Company common stock subject to such stock option, less any applicable tax withholding. Any such option that had an exercise price that equaled or exceeded the Offer Price was cancelled for no consideration. /s/ Mark Meltz, as Attorney-in-Fact for Edward R. Conner 2020-01-15