0001209191-15-055573.txt : 20150623
0001209191-15-055573.hdr.sgml : 20150623
20150623103127
ACCESSION NUMBER: 0001209191-15-055573
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: Williams Glen
CENTRAL INDEX KEY: 0001559209
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-23155
FILM NUMBER: 15946288
MAIL ADDRESS:
STREET 1: 128 SPRING STREET, SUITE 520
CITY: LEXINGTON
STATE: MA
ZIP: 02421
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2015-06-22
1
0000911326
SYNAGEVA BIOPHARMA CORP
GEVA
0001559209
Williams Glen
33 HAYDEN AVE
LEXINGTON
MA
02421
0
1
0
0
SVP, Technical Operations
Common Stock
2015-06-22
4
A
0
56
78.87
A
26024
D
Common Stock
2015-06-22
4
D
0
524
D
25500
D
Common Stock
2015-06-22
4
D
0
25500
D
0
D
Stock Options (Right to Buy)
40.32
2015-06-22
4
D
0
20002
0.00
D
2023-06-06
Common Stock
20002
0
D
Stock Options (Right to Buy)
57.56
2015-06-22
4
D
0
13334
0.00
D
2022-10-04
Common Stock
13334
0
D
Stock Options (Right to Buy)
80.35
2015-06-22
4
D
0
33750
0.00
D
2024-06-04
Common Stock
33750
0
D
The reporting person is voluntarily reporting the acquisition of shares of the Synageva's common stock pursuant to the Syngaeva BioPharma Corp. Employee Stock Purchase Plan ("ESPP"), for the ESPP purchase period of January 1, 2015 through June 11, 2015. This transaction is also exempt under Rule 16b-3(c).
The reporting person is voluntarily reporting the transaction as of June 22, 2015, but the actual transaction took place on June 11, 2015, the last trading of the option period under the ESPP.
In accordance with the ESPP, these shares were purchased based on 85% of the closing stock price on January 1, 2015, the first trading day of the option period.
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").
Represents shares issuable pursuant to a Restricted Stock Unit Award ("RSU"), which vest (x) 25% on June 5, 2015 and (y) 12.5% per six months thereafter.
Pursuant to the Merger Agreement, (i) 12,750 RSUs were accelerated and cancelled in exchange for the Transaction Consideration and (ii) 12,750 RSUs were cancelled and converted into a number of restricted stock units of Parent common stock, based on a conversion ratio which vest on the same schedule as the RSUs.
Pursuant to the Merger Agreement, these options, which vest 25% on 06/06/2014 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 09/24/2013 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 06/04/2015 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