0001104659-20-126324.txt : 20201117
0001104659-20-126324.hdr.sgml : 20201117
20201117154445
ACCESSION NUMBER: 0001104659-20-126324
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: Vittiglio Joseph
CENTRAL INDEX KEY: 0001551776
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-10865
FILM NUMBER: 201321009
MAIL ADDRESS:
STREET 1: AMAG PHARMACEUTICALS, INC.
STREET 2: 1100 WINTER ST.
CITY: WALTHAM
STATE: MA
ZIP: 02451
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
0001551776
Vittiglio Joseph
C/O AMAG PHARMACEUTICALS, INC.,
1100 WINTER STREET
WALTHAM
MA
02451
0
1
0
0
Chief Business Officer, GC
Common Stock
2020-11-16
4
D
0
92244
D
0
D
Stock Option (Right to Buy)
2020-11-16
4
D
0
30000
D
Common Stock
30000
0
D
Stock Option (Right to Buy)
2020-11-16
4
D
0
20000
D
Common Stock
20000
0
D
Stock Option (Right to Buy)
2020-11-16
4
D
0
20000
D
Common Stock
20000
0
D
Stock Option (Right to Buy)
2020-11-16
4
D
0
20000
D
Common Stock
20000
0
D
Stock Option (Right to Buy)
2020-11-16
4
D
0
25000
D
Common Stock
25000
0
D
Stock Option (Right to Buy)
2020-11-16
4
D
0
35000
D
Common Stock
35000
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 issued and outstanding share of common stock of the Issuer (each, a "Share") was cancelled and converted into the right to receive $13.75 in cash (the "Merger Consideration") without interest and subject to applicable withholding taxes.
A portion of this amount consists of unvested restricted stock units ("RSUs"). Each Company RSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, was cancelled and automatically converted into the right to receive for each Share underlying such RSU, without interest and subject to deduction for any required withholding taxes, an amount in cash from Parent or the Issuer equal to the Merger Consideration.
A portion of this amount consists of unvested performance-based restricted stock units ("PRSUs") at the target amount that could have been delivered pursuant to the award. Each Company PRSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, was cancelled and automatically converted into the right to receive for each Share underlying such PRSU that would vest at the higher of (i) 100% target performance level, multiplied by a fraction, the numerator of which shall be the number of calendar days from the first day of the Company PRSU's performance measurement period to the Expiration Date and the denominator of which shall be the number of days in the Company PRSU's performance measurement period, or
(ii) the actual level of achievement of performance goals, calculated from the first day of the Company PRSU's performance measurement period through the end of the calendar month immediately preceding the Expiration Date, without interest and subject to deduction for any required withholding taxes, an amount in cash from Parent or the Issuer equal to the Merger Consideration.
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