0001209191-15-055572.txt : 20150623 0001209191-15-055572.hdr.sgml : 20150623 20150623102946 ACCESSION NUMBER: 0001209191-15-055572 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20150622 FILED AS OF DATE: 20150623 DATE AS OF CHANGE: 20150623 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: SYNAGEVA BIOPHARMA CORP CENTRAL INDEX KEY: 0000911326 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 561808663 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 33 HAYDEN AVE. CITY: LEXINGTON STATE: MA ZIP: 02421 BUSINESS PHONE: (781) 357-9900 MAIL ADDRESS: STREET 1: 33 HAYDEN AVE. CITY: LEXINGTON STATE: MA ZIP: 02421 FORMER COMPANY: FORMER CONFORMED NAME: TRIMERIS INC DATE OF NAME CHANGE: 19970516 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Malley Thomas CENTRAL INDEX KEY: 0001403322 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-23155 FILM NUMBER: 15946287 MAIL ADDRESS: STREET 1: 295 CLAYTON CITY: DENVER STATE: CO ZIP: 80206 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2015-06-22 1 0000911326 SYNAGEVA BIOPHARMA CORP GEVA 0001403322 Malley Thomas 33 HAYDEN AVE LEXINGTON MA 02421 1 0 0 0 Common Stock 2015-06-22 4 D 0 46901 D 0 D Stock Options (Right to Buy) 0.95 2015-06-22 4 D 0 5226 0.00 D 2019-07-01 Common Stock 5226 0 D Stock Options (Right to Buy) 0.95 2015-06-22 4 D 0 2149 0.00 D 2019-12-15 Common Stock 2149 0 D Stock Options (Right to Buy) 3.52 2015-06-22 4 D 0 51 0.00 D 2018-01-24 Common Stock 51 0 D Stock Options (Right to Buy) 23.00 2015-06-22 4 D 0 15000 0.00 D 2021-12-19 Common Stock 15000 0 D Stock Options (Right to Buy) 40.32 2015-06-22 4 D 0 7500 0.00 D 2023-06-06 Common Stock 7500 0 D Stock Options (Right to Buy) 40.74 2015-06-22 4 D 0 7500 0.00 D 2022-06-27 Common Stock 7500 0 D Stock Options (Right to Buy) 80.35 2015-06-22 4 D 0 7500 0.00 D 2024-06-04 Common Stock 7500 0 D These shares are being disposed of in connection with a merger following the completion of an exchange offer by Pulsar Merger Sub Inc., a Delaware corporation ("Purchaser") and Alexion Pharmaceuticals, Inc., a Delaware corporation ("Parent") to purchase all of the issued and outstanding shares of common stock of Synageva, pursuant to an Agreement and Plan of Reorganization (the "Merger Agreement"), dated May 5, 2015, among Parent, Purchaser, Merger Sub, Galaxy Merger Sub LLC and Synageva. Each outstanding share of Synageva common stock was automatically cancelled and converted into the right to receive (a) $115.00 in cash and (b) 0.6581 of a share of Parent's common stock, without interest, but subject to any required withholding of taxes (the "Transaction Consideration"). Pursuant to the Merger Agreement, these options, which vest 25% on 07/01/2010 and 1/36 of the remainder of the shares vest and become exercisable monthly thereafter, accelerated, became fully vested and were cancelled pursuant to the Merger Agreement in exchange for an amount in cash and shares of Alexion common stock equal to (i) the Transaction Consideration multiplied by (ii) a number of shares of Synageva common stock equal to (1) $230.00 minus the per share exercise price , divided by (2) $230.00, with the cash portion of such amount rounded down to the nearest cent and with the portion of such amount payable in shares of Parent common stock rounded down to the nearest one thousandth of a share. Pursuant to the Merger Agreement, these options, which vest 25% on 12/15/2010 and 1/36 of the remainder of the shares vest and become exercisable monthly thereafter, accelerated, became fully vested and were cancelled pursuant to the Merger Agreement in exchange for an amount in cash and shares of Alexion common stock equal to (i) the Transaction Consideration multiplied by (ii) a number of shares of Synageva common stock equal to (1) $230.00 minus the per share exercise price, divided by (2) $230.00, with the cash portion of such amount rounded down to the nearest cent and with the portion of such amount payable in shares of Parent common stock rounded down to the nearest one thousandth of a share. Pursuant to the Merger Agreement, these options, which vest 25% on 01/24/2009 and 1/36 of the remainder of the shares vest and become exercisable monthly thereafter, accelerated, became fully vested and were cancelled pursuant to the Merger Agreement in exchange for an amount in cash and shares of Alexion common stock equal to (i) the Transaction Consideration multiplied by (ii) a number of shares of Synageva common stock equal to (1) $230.00 minus the per share exercise price, divided by (2) $230.00, with the cash portion of such amount rounded down to the nearest cent and with the portion of such amount payable in shares of Parent common stock rounded down to the nearest one thousandth of a share. Pursuant to the Merger Agreement, these options, which vest 25% on 12/02/2014 and 1/36 of the remainder of the shares vest and become exercisable monthly thereafter, accelerated, became fully vested and were cancelled pursuant to the Merger Agreement in exchange for an amount in cash and shares of Alexion common stock equal to (i) the Transaction Consideration multiplied by (ii) a number of shares of Synageva common stock equal to (1) $230.00 minus the per share exercise price, divided by (2) $230.00, with the cash portion of such amount rounded down to the nearest cent and with the portion of such amount payable in shares of Parent common stock rounded down to the nearest one thousandth of a share. Pursuant to the Merger Agreement, these options, which vest 25% on 07/06/2013 and 1/36 of the remainder of the shares vest and become exercisable monthly thereafter, accelerated, became fully vested and were cancelled pursuant to the Merger Agreement in exchange for an amount in cash and shares of Alexion common stock equal to (i) the Transaction Consideration multiplied by (ii) a number of shares of Synageva common stock equal to (1) $230.00 minus the per share exercise price , divided by (2) $230.00, with the cash portion of such amount rounded down to the nearest cent and with the portion of such amount payable in shares of Parent common stock rounded down to the nearest one thousandth of a share. Pursuant to the Merger Agreement, these options, which vest 25% on 07/27/2012 and 1/36 of the remainder of the shares vest and become exercisable monthly thereafter, accelerated, became fully vested and were cancelled pursuant to the Merger Agreement in exchange for an amount in cash and shares of Alexion common stock equal to (i) the Transaction Consideration multiplied by (ii) a number of shares of Synageva common stock equal to (1) $230.00 minus the per share exercise price, divided by (2) $230.00, with the cash portion of such amount rounded down to the nearest cent and with the portion of such amount payable in shares of Parent common stock rounded down to the nearest one thousandth of a share. Pursuant to the Merger Agreement, these options, which vest 25% on 07/04/2014 and 1/36 of the remainder of the shares vest and become exercisable monthly thereafter, accelerated, became fully vested and were cancelled pursuant to the Merger Agreement in exchange for an amount in cash and shares of Alexion common stock equal to (i) the Transaction Consideration multiplied by (ii) a number of shares of Synageva common stock equal to (1) $230.00 minus the per share exercise price, divided by (2) $230.00, with the cash portion of such amount rounded down to the nearest cent and with the portion of such amount payable in shares of Parent common stock rounded down to the nearest one thousandth of a share. /s/ Chris Heberlig, Attorney-in-fact 2015-06-23