0000908662-16-000437.txt : 20160122 0000908662-16-000437.hdr.sgml : 20160122 20160122160944 ACCESSION NUMBER: 0000908662-16-000437 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: MIGAUSKY GEORGE V CENTRAL INDEX KEY: 0001134365 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-24537 FILM NUMBER: 161356329 MAIL ADDRESS: STREET 1: C/O DYAX CORP. STREET 2: 300 TECHNOLOGY SQUARE CITY: CAMBRIDGE STATE: MA ZIP: 02139 4 1 edgar.xml PRIMARY DOCUMENT X0306 4 2016-01-22 1 0000907562 DYAX CORP DYAX 0001134365 MIGAUSKY GEORGE V C/O DYAX CORP. 55 NETWORK DRIVE BURLINGTON MA 01803-2756 0 1 0 0 EVP & Chief Financial Officer Common Stock 2016-01-22 4 D 0 751975 D 0 D Common Stock 2016-01-22 4 D 0 15000 D 0 I By Trust Stock Option (right to buy) 3.00 2016-01-22 4 D 0 37916 D 2023-02-07 Common Stock 37916 0 D Stock Option (right to buy) 1.48 2016-01-22 4 D 0 3958 D 2022-02-24 Common Stock 3958 0 D Stock Option (right to buy) 10.20 2016-01-22 4 D 0 78000 D 2024-02-27 Common Stock 78000 0 D Stock Option (right to buy) 15.23 2016-01-22 4 D 0 237500 D 2025-02-18 Common Stock 237500 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. Shares are held in trusts, of which Mr. Migausky is the trustee, for the benefit of each of Mr. Migausky's children. Mr. Migausky disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein. The options became exercisable in 48 substantially equal installments at the end of each monthly anniversary of the date of grant, February 7, 2013. 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 48 substantially equal installments at the end of each monthly anniversary of the date of grant, February 24, 2012. The options became exercisable in 48 substantially equal installments at the end of each monthly anniversary of the date of grant, February 27, 2014. The options became exercisable in 48 substantially equal installments at the end of each monthly anniversary of the date of grant, February 18, 2015. /s/ Stacie S. Aarestad as attorney-in-fact 2016-01-22