0000908662-16-000428.txt : 20160122 0000908662-16-000428.hdr.sgml : 20160122 20160122160349 ACCESSION NUMBER: 0000908662-16-000428 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160122 FILED AS OF DATE: 20160122 DATE AS OF CHANGE: 20160122 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: DYAX CORP CENTRAL INDEX KEY: 0000907562 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH [8731] IRS NUMBER: 043053198 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 55 NETWORK DRIVE CITY: BURLINGTON STATE: MA ZIP: 01803-2756 BUSINESS PHONE: 617-250-5769 MAIL ADDRESS: STREET 1: 55 NETWORK DRIVE CITY: BURLINGTON STATE: MA ZIP: 01803-2756 FORMER COMPANY: FORMER CONFORMED NAME: BIOTAGE INC DATE OF NAME CHANGE: 19951117 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BLAIR HENRY E CENTRAL INDEX KEY: 0001021045 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-24537 FILM NUMBER: 161356269 MAIL ADDRESS: STREET 1: ONE KENDALL SQUARE CITY: CAMBRIDGE STATE: MA ZIP: 02139 4 1 edgar.xml PRIMARY DOCUMENT X0306 4 2016-01-22 1 0000907562 DYAX CORP DYAX 0001021045 BLAIR HENRY E C/O DYAX CORP. 55 NETWORK DRIVE BURLINGTON MA 01803-2756 0 0 0 1 Former director Common Stock 2016-01-22 4 D 0 1016762 D 0 D Common Stock 2016-01-22 4 D 0 100 D 0 I By wife Stock Option (right to buy) 2.30 2016-01-22 4 D 0 8333 D 2023-05-09 Common Stock 8333 0 D Stock Option (right to buy) 26.23 2016-01-22 4 D 0 8333 D 2025-05-12 Common Stock 8333 0 D Disposition of securities in connection with the acquisition of Dyax Corp. by Shire plc pursuant to an Agreement and Plan of Merger dated November 2, 2015 by and among Dyax Corp., Shire plc, Shire Pharmaceuticals International, and Parquet Courts, Inc. (the "Merger Agreement"). At the effective time of the merger, these shares of the common stock of Dyax Corp. (the "Common Stock") were cancelled and converted into the right to receive (a) $37.30 per share in cash and (b) one contractual contingent value right ("CVR") per share, which represents the right to receive a contingent payment of $4.00 in cash if the specified milestone is achieved, pursuant to a Contingent Value Rights Agreement ("CVR Agreement") to be entered into between Shire plc and a rights agent. The options became exercisable in thirty-six (36) substantially equal installments at the end of each monthly anniversary of the date of grant (May 9, 2013) for a period of thirty-five (35) months, with the 36th monthly installment to become exercisable as of the commencement of business on the date of the 2016 Annual Meeting of Stockholders at which such director is up for reelection or at which such director's term ends. Pursuant to the terms of the Merger Agreement, at the effective time of the merger, these options to purchase Common Stock (whether vested or unvested) were cancelled and converted into only the right to receive (a) an amount in cash equal to the product of (i) the excess of (A) $37.30 over (B) the exercise price per share of such option, and (ii) the number of shares underlying such Company Option and (b) one CVR for each share subject to such option in accordance with and subject to the CVR Agreement. The options became exercisable in twelve (12) substantially equal installments on each monthly anniversary of the date of grant, May 12, 2015. /s/ Stacie S. Aarestad as attorney-in-fact 2016-01-22