0001209191-15-055575.txt : 20150623 0001209191-15-055575.hdr.sgml : 20150623 20150623103408 ACCESSION NUMBER: 0001209191-15-055575 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: BOESS CARSTEN CENTRAL INDEX KEY: 0001277495 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-23155 FILM NUMBER: 15946294 MAIL ADDRESS: STREET 1: C/O ALEXION PHARMACEUTICALS STREET 2: 352 KNOTTER DR CITY: CHESHIRE STATE: CT ZIP: 06410 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2015-06-22 1 0000911326 SYNAGEVA BIOPHARMA CORP GEVA 0001277495 BOESS CARSTEN 33 HAYDEN AVE LEXINGTON MA 02421 0 1 0 0 SVP, Chief Financial Officer Common Stock 2015-06-22 4 D 0 24000 D 0 D Stock Options (Right to Buy) 1.70 2015-06-22 4 D 0 9929 0.00 D 2021-05-25 Common Stock 9929 0 D Stock Options (Right to Buy) 23.00 2015-06-22 4 D 0 7292 0.00 D 2021-12-20 Common Stock 7292 0 D Stock Options (Right to Buy) 40.32 2015-06-22 4 D 0 45000 0.00 D 2023-06-06 Common Stock 45000 0 D Stock Options (Right to Buy) 40.74 2015-06-22 4 D 0 15938 0.00 D 2022-06-27 Common Stock 15938 0 D Stock Options (Right to Buy) 80.35 2015-06-22 4 D 0 40000 0.00 D 2024-06-04 Common Stock 40000 0 D 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) 12,000 RSUs were accelerated and cancelled in exchange for the Transaction Consideration and (ii) 12,000 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 05/16/2012 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 05/25/2012 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 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 06/27/2013 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