0001104659-20-126320.txt : 20201117 0001104659-20-126320.hdr.sgml : 20201117 20201117154245 ACCESSION NUMBER: 0001104659-20-126320 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20201116 FILED AS OF DATE: 20201117 DATE AS OF CHANGE: 20201117 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Myers Scott Dunseth CENTRAL INDEX KEY: 0001356256 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10865 FILM NUMBER: 201321002 MAIL ADDRESS: STREET 1: C/O CASCADIAN THERAPEUTICS, INC. STREET 2: 3101 WESTERN AVE., SUITE 600 CITY: SEATTLE STATE: WA ZIP: 98121 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: AMAG PHARMACEUTICALS, INC. CENTRAL INDEX KEY: 0000792977 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 042742593 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1100 WINTER STREET CITY: WALTHAM STATE: MA ZIP: 02451 BUSINESS PHONE: 6174983300 MAIL ADDRESS: STREET 1: 1100 WINTER STREET CITY: WALTHAM STATE: MA ZIP: 02451 FORMER COMPANY: FORMER CONFORMED NAME: AMAG PHARMACEUTICALS INC. DATE OF NAME CHANGE: 20070724 FORMER COMPANY: FORMER CONFORMED NAME: ADVANCED MAGNETICS INC DATE OF NAME CHANGE: 19920703 4 1 a4.xml 4 X0306 4 2020-11-16 1 0000792977 AMAG PHARMACEUTICALS, INC. AMAG 0001356256 Myers Scott Dunseth C/O AMAG PHARMACEUTICALS, INC., 1100 WINTER STREET WALTHAM MA 02451 1 1 0 0 President & CEO Stock Option (Right to Buy) 2020-11-16 4 D 0 1000000 D Common Stock 1000000 0 D This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of October 1, 2020, by and among the Issuer, Covis Group S.a.r.l. ("Parent"), and Covis Mergerco Inc., a direct wholly owned subsidiary of Parent ("Merger Sub"), and (in respect of specific matters) Covis Finco S.a r.l., pursuant to which Merger Sub merged with and into the Issuer (the "Merger") effective as of November 16, 2020 (the "Effective Time"). Immediately prior to the Effective Time, each Company option that was outstanding (whether vested or unvested) and then exercisable for a per share exercise price less than the Merger Consideration that would be payable in respect of the Shares underlying such Company option (any such Company option, an "In-the-Money Cash Out Option") was cancelled and automatically converted into the right to receive for each Share underlying such Company option, without interest and subject to deduction for any required withholding under applicable tax law, an amount in cash from Parent or the Issuer equal to the excess of the Merger Consideration over the per share exercise price of such Company option. All Company options that were not In-the-Money Cash Out Options were cancelled at the Effective Time without payment of any consideration. /s/ Carolyn Rucci, attorney-in-fact 2020-11-17