0001437749-20-013680.txt : 20200623 0001437749-20-013680.hdr.sgml : 20200623 20200623164925 ACCESSION NUMBER: 0001437749-20-013680 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200619 FILED AS OF DATE: 20200623 DATE AS OF CHANGE: 20200623 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Osorio Benedict CENTRAL INDEX KEY: 0001732730 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-23143 FILM NUMBER: 20982735 MAIL ADDRESS: STREET 1: ONE WORLD TRADE CENTER STREET 2: 47TH FLOOR, SUITE J CITY: NEW YORK STATE: NY ZIP: 10007 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: PROGENICS PHARMACEUTICALS INC CENTRAL INDEX KEY: 0000835887 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 133379479 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: ONE WORLD TRADE CENTER STREET 2: 47TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10007 BUSINESS PHONE: 646-975-2500 MAIL ADDRESS: STREET 1: ONE WORLD TRADE CENTER STREET 2: 47TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10007 4 1 rdgdoc.xml FORM 4 X0306 4 2020-06-19 1 0000835887 PROGENICS PHARMACEUTICALS INC PGNX 0001732730 Osorio Benedict ONE WORLD TRADE CENTER 47TH FLOOR, SUITE J NEW YORK NY 10007 1 COO Common Stock 2020-06-19 4 D 0 21202 D 0 D Stock Option (Right to Buy) 6.62 2020-06-19 4 D 0 100000 D 2028-02-29 Common Stock 100000 0 D Stock Option (Right to Buy) 4.52 2020-06-19 4 D 0 90750 D 2029-03-01 Common Stock 90750 0 D Stock Option (Right to Buy) 4.77 2020-06-19 4 D 0 82214 D 2030-03-02 Common Stock 82214 0 D On June 19, 2020, pursuant to the Amended and Restated Agreement and Plan of Merger, dated February 20, 2020 (the "Merger Agreement") among Lantheus Holdings, Inc. ("Lantheus"), Plato Merger Sub, Inc., a wholly-owned subsidiary of Lantheus ("Merger Sub"), and Progenics Pharmaceuticals, Inc. ("Progenics"), Merger Sub merged with and into Progenics (the "Merger"), with Progenics surviving as a wholly-owned subsidiary of Lantheus. Pursuant to the Merger Agreement, each share of Progenics common stock was cancelled and converted into the right to receive (i) 0.31 of a share of Lantheus common stock (with such fraction of a Lantheus share having a market value of $4.60 on the effective date of the Merger) and (ii) one contingent value right (a "CVR") issued by Lantheus subject to and in accordance with the Contingent Value Rights Agreement, dated June 19, 2020, between Lantheus and Computershare Trust Company, N.A. This option is scheduled to vest in annual installments over the five-year period commencing March 1, 2018. At the effective time of the Merger, this option was assumed by Lantheus and converted into an option to purchase Lantheus common stock based on an exchange ratio of 0.31 of a share of Lantheus common stock for each share of Progenics common stock subject to the option (with a corresponding adjustment being made to the exercise price of the option). Except for these adjustments, the current vesting and other terms of the option continue in effect. This option is scheduled to vest in annual installments over the three-year period commencing March 1, 2019. This option is scheduled to vest in annual installments over the three-year period commencing March 2, 2020. /s/ Benedict Osorio 2020-06-23