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