Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
---|---|---|---|---|---|---|---|---|---|---|---|
transaction | ICPT | Common Stock | Disposition pursuant to a tender of shares in a change of control transaction | -$11.8M | -619K | -100% | $19.00 | 0 | Nov 8, 2023 | Direct | F1 |
Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
transaction | ICPT | Option to Purchase Common Stock | Disposed to Issuer | -332 | -100% | 0 | Nov 8, 2023 | Common Stock | 332 | $266.01 | Direct | F2 | ||
transaction | ICPT | Option to Purchase Common Stock | Disposed to Issuer | -5.4K | -100% | 0 | Nov 8, 2023 | Common Stock | 5.4K | $266.01 | Direct | F2 | ||
transaction | ICPT | Option to Purchase Common Stock | Disposed to Issuer | -1.04K | -100% | 0 | Nov 8, 2023 | Common Stock | 1.04K | $161.16 | Direct | F2 | ||
transaction | ICPT | Option to Purchase Common Stock | Disposed to Issuer | -31.5K | -100% | 0 | Nov 8, 2023 | Common Stock | 31.5K | $161.16 | Direct | F2 | ||
transaction | ICPT | Option to Purchase Common Stock | Disposed to Issuer | -635 | -100% | 0 | Nov 8, 2023 | Common Stock | 635 | $94.29 | Direct | F2 | ||
transaction | ICPT | Option to Purchase Common Stock | Disposed to Issuer | -29.9K | -100% | 0 | Nov 8, 2023 | Common Stock | 29.9K | $94.29 | Direct | F2 | ||
transaction | ICPT | Option to Purchase Common Stock | Disposed to Issuer | -1.21K | -100% | 0 | Nov 8, 2023 | Common Stock | 1.21K | $107.18 | Direct | F2 | ||
transaction | ICPT | Option to Purchase Common Stock | Disposed to Issuer | -38.8K | -100% | 0 | Nov 8, 2023 | Common Stock | 38.8K | $107.18 | Direct | F2 | ||
transaction | ICPT | Option to Purchase Common Stock | Disposed to Issuer | -207 | -100% | 0 | Nov 8, 2023 | Common Stock | 207 | $58.74 | Direct | F2 | ||
transaction | ICPT | Option to Purchase Common Stock | Disposed to Issuer | -45.3K | -100% | 0 | Nov 8, 2023 | Common Stock | 45.3K | $58.74 | Direct | F2 | ||
transaction | ICPT | Option to Purchase Common Stock | Disposed to Issuer | -889 | -100% | 0 | Nov 8, 2023 | Common Stock | 889 | $110.80 | Direct | F2 | ||
transaction | ICPT | Option to Purchase Common Stock | Disposed to Issuer | -12.8K | -100% | 0 | Nov 8, 2023 | Common Stock | 12.8K | $110.80 | Direct | F2 | ||
transaction | ICPT | Option to Purchase Common Stock | Disposed to Issuer | -17.7K | -100% | 0 | Nov 8, 2023 | Common Stock | 17.7K | $99.66 | Direct | F2 |
Mark Pruzanski is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
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 26, 2023, among the Issuer, Alfasigma S.p.A. ("Alfasigma"), and Interstellar Acquisition Inc., a wholly owned subsidiary of Alfasigma ("Purchaser"), pursuant to which Purchaser completed a tender offer for shares of common stock of the Issuer ("Company Common Stock") and thereafter merged with and into the Issuer, effective as of November 8, 2023 (the "Effective Time"). At the Effective Time, each issued and outstanding share of Company Common Stock was cancelled and converted into the right to receive $19.00 in cash (the "Offer Price") without interest and subject to applicable withholding taxes. |
F2 | Pursuant to the Merger Agreement, each option to purchase shares of Company Common Stock that was outstanding and unexercised as of immediately prior to the Effective Time, whether or not vested, with a per share exercise price that was equal to or greater than the Offer Price was cancelled with no consideration payable in respect thereof. |