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