0001104659-20-126333.txt : 20201117 0001104659-20-126333.hdr.sgml : 20201117 20201117154816 ACCESSION NUMBER: 0001104659-20-126333 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: SCOON DAVEY CENTRAL INDEX KEY: 0001270110 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10865 FILM NUMBER: 201321036 MAIL ADDRESS: STREET 1: C/O AMAG PHARMACEUTICALS, INC. STREET 2: 1100 WINTER STREET 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 0001270110 SCOON DAVEY C/O AMAG PHARMACEUTICALS, INC., 1100 WINTER STREET WALTHAM MA 02451 1 0 0 0 Common Stock 2020-11-16 4 D 0 43898 D 0 D Stock Option (Right to Buy) 2020-11-16 4 D 0 3800 D Common Stock 3800 0 D Stock Option (Right to Buy) 2020-11-16 4 D 0 3800 D Common Stock 3800 0 D Stock Option (Right to Buy) 2020-11-16 4 D 0 3800 D Common Stock 3800 0 D Stock Option (Right to Buy) 2020-11-16 4 D 0 3800 D Common Stock 3800 0 D Stock Option (Right to Buy) 2020-11-16 4 D 0 3575 D Common Stock 3575 0 D Stock Option (Right to Buy) 2020-11-16 4 D 0 12787 D Common Stock 12787 0 D Stock Option (Right to Buy) 2020-11-16 4 D 0 10110 D Common Stock 10110 0 D Stock Option (Right to Buy) 2020-11-16 4 D 0 7543 D Common Stock 7543 0 D Stock Option (Right to Buy) 2020-11-16 4 D 0 17326 D Common Stock 17326 0 D Stock Option (Right to Buy) 2020-11-16 4 D 0 21289 D Common Stock 21289 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. 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