Laura Hamill - Nov 19, 2021 Form 4 Insider Report for ACCELERON PHARMA INC (XLRN)

Role
Director
Signature
/s/ Adam M. Veness, as attorney-in-fact for Laura Hamill
Stock symbol
XLRN
Transactions as of
Nov 19, 2021
Transactions value $
$0
Form type
4
Date filed
11/22/2021, 08:07 AM
Previous filing
Jun 14, 2021
Next filing
Dec 27, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction XLRN Common Stock Disposition pursuant to a tender of shares in a change of control transaction -474 -100% 0 Nov 19, 2021 Direct F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction XLRN Option to Purchase Common Stock Disposed to Issuer -9.34K -100% 0 Nov 19, 2021 Common Stock 9.34K $101.88 Direct F2
transaction XLRN Option to Purchase Common Stock Disposed to Issuer -941 -100% 0 Nov 19, 2021 Common Stock 941 $115.53 Direct F2
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Laura Hamill is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of September 29, 2021, by and among the Issuer, Merck Sharp & Dohme Corp. ("Parent"), and Astros Merger Sub, Inc., a direct wholly owned subsidiary of Parent ("Merger Sub"), pursuant to which Merger Sub completed a tender offer for shares of common stock of the Issuer (each, a "Share") and thereafter merged with and into the Issuer (the "Merger") effective as of November 19, 2021 (the "Effective Time"). At the Effective Time, each issued and outstanding Share was cancelled and converted into the right to receive $180.00 in cash (the "Offer Price") without interest and subject to applicable withholding taxes.
F2 Pursuant to the terms of the Merger Agreement, at the Effective Time, each option to purchase Shares granted under an Issuer equity plan (each, a "Company Stock Option") that was outstanding and unvested immediately prior to the Effective Time vested in full. As of the Effective Time, each Company Stock Option that was outstanding immediately prior to the Effective Time was cancelled, and, in exchange therefor, the holder of such cancelled Company Stock Option was entitled to receive (without interest), in consideration of the cancellation of such Company Stock Option, an amount in cash (less applicable tax withholdings) equal to the product of (x) the total number of Shares subject to such Company Stock Option immediately prior to the Effective Time multiplied by (y) the excess, if any, of the Offer Price over the applicable exercise price per Share under such Company Stock Option.