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