Jane Henderson - Jul 11, 2023 Form 4 Insider Report for IVERIC bio, Inc. (ISEE)

Role
Director
Signature
/s/ Todd D.C. Anderman, as Attorney-in-Fact for Jane P. Henderson
Stock symbol
ISEE
Transactions as of
Jul 11, 2023
Transactions value $
$0
Form type
4
Date filed
7/13/2023, 01:57 PM
Previous filing
Jun 27, 2023
Next filing
Jul 17, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction ISEE Common Stock Disposed to Issuer -22.1K -100% 0 Jul 11, 2023 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 ISEE Restricted Stock Units Disposed to Issuer -7.5K -100% 0 Jul 11, 2023 Common Stock 7.5K Direct F2, F3
transaction ISEE Stock Option (Right to Buy) Disposed to Issuer -32K -100% 0 Jul 11, 2023 Common Stock 32K $2.85 Direct F4
transaction ISEE Stock Option (Right to Buy) Disposed to Issuer -16K -100% 0 Jul 11, 2023 Common Stock 16K $2.78 Direct F4
transaction ISEE Stock Option (Right to Buy) Disposed to Issuer -16K -100% 0 Jul 11, 2023 Common Stock 16K $1.39 Direct F4
transaction ISEE Stock Option (Right to Buy) Disposed to Issuer -16K -100% 0 Jul 11, 2023 Common Stock 16K $4.14 Direct F4
transaction ISEE Stock Option (Right to Buy) Disposed to Issuer -15.5K -100% 0 Jul 11, 2023 Common Stock 15.5K $6.82 Direct F4
transaction ISEE Stock Option (Right to Buy) Disposed to Issuer -23.2K -100% 0 Jul 11, 2023 Common Stock 23.2K $9.94 Direct F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

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

Explanation of Responses:

Id Content
F1 On July 11, 2023, pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated April 28, 2023, by and among IVERIC bio, Inc. ("IVERIC"), Astellas US Holding, Inc., Berry Merger Sub, Inc. ("Merger Sub") and, solely as provided by Section 8.10(b) of the Merger Agreement, Astellas Pharma Inc. ("Astellas"), Merger Sub merged with and into IVERIC, with IVERIC surviving the merger and becoming an indirect wholly owned subsidiary of Astellas (the "Merger"). At the effective time of the Merger (the "Effective Time"), each share of IVERIC common stock ("Common Stock") reported in this Form 4 was automatically cancelled and was converted into the right to receive $40.00 in cash, without interest and less any applicable withholding taxes.
F2 Each IVERIC restricted stock unit ("RSU") represented the contingent right to receive one share of Common Stock upon vesting of the RSU.
F3 Pursuant to the Merger Agreement, at the Effective Time, each RSU reported in this Form 4 was cancelled and converted into the right to receive a cash payment (subject to any applicable tax withholding) equal to (1) $40.00, multiplied by (2) the number of shares of Common Stock subject to such RSU.
F4 Pursuant to the Merger Agreement, at the Effective Time, each option to acquire Common Stock ("IVERIC Option") reported in this Form 4 which had a per share exercise price less than $40.00 was cancelled and converted into the right to receive a cash payment (subject to any applicable tax withholding) equal to (1) the excess of $40.00 over the exercise price per share of Common Stock underlying such IVERIC Option, multiplied by (2) the total number of shares of Common Stock subject to such IVERIC Option immediately prior to the Effective Time (without regard to vesting). Each IVERIC Option reported in this Form 4 which had a per share exercise price $40.00 or greater was cancelled with no consideration payable in respect thereof.