Martha J. Carter - Mar 2, 2023 Form 4 Insider Report for ALBIREO PHARMA, INC. (ALBO)

Role
Chief Regulatory Officer
Signature
/s/ Jason Duncan, Attorney-in-fact
Stock symbol
ALBO
Transactions as of
Mar 2, 2023
Transactions value $
$0
Form type
4
Date filed
3/2/2023, 03:48 PM
Previous filing
Jan 23, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction ALBO Common Stock Disposition pursuant to a tender of shares in a change of control transaction -3.66K -50.01% 3.65K Mar 2, 2023 Direct F1, F2

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 ALBO Stock Option (right to buy) Disposed to Issuer -15.9K -100% 0 Mar 2, 2023 Common Stock 15.9K $26.75 Direct F3, F4
transaction ALBO Stock Option (right to buy) Disposed to Issuer -23.7K -100% 0 Mar 2, 2023 Common Stock 23.7K $34.88 Direct F3, F4
transaction ALBO Stock Option (right to buy) Disposed to Issuer -3.25K -100% 0 Mar 2, 2023 Common Stock 3.25K $24.48 Direct F3, F4
transaction ALBO Stock Option (right to buy) Disposed to Issuer -62K -100% 0 Mar 2, 2023 Common Stock 62K $29.76 Direct F3, F4
transaction ALBO Stock Option (right to buy) Disposed to Issuer -2.5K -100% 0 Mar 2, 2023 Common Stock 2.5K $19.19 Direct F3, F4
transaction ALBO Stock Option (right to buy) Disposed to Issuer -19.7K -100% 0 Mar 2, 2023 Common Stock 19.7K $24.04 Direct F3, F4
transaction ALBO Stock Option (right to buy) Disposed to Issuer -31.5K -100% 0 Mar 2, 2023 Common Stock 31.5K $24.67 Direct F3, F4
transaction ALBO Stock Option (right to buy) Disposed to Issuer -30K -100% 0 Mar 2, 2023 Common Stock 30K $30.68 Direct F3, F4
transaction ALBO Restricted Stock Units Disposed to Issuer -65.9K -100% 0 Mar 2, 2023 Common Stock 65.9K Direct F5, F6, F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Martha J. Carter 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, dated January 8, 2023, (the "Merger Agreement"), among Ipsen Biopharmaceuticals, Inc., a Delaware corporation ("Parent"), Anemone Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent ("Purchaser"), solely for purposes of Sections 9.5, 9.6, 9.8 and 9.11 thereof, Ipsen Pharma SAS, a French societe par actions simplifiee ("Guarantor"), and the Issuer, pursuant to which Purchaser completed a tender offer for shares of common stock of the Issuer, $0.01 par value per share (each, a "Share") and thereafter merged with and into the Issuer (the "Merger"), effective as of March 2, 2023 (the "Effective Time"). At the Effective Time, each issued and outstanding Share was canceled and converted into the right to receive $42.00 in cash, without interest (the "Closing Amount")
F2 (Continued from Footnote 2) plus one non-tradeable contractual contingent value right ("CVR" and each CVR together with the Closing Amount, the "Offer Price"), which CVR represents the right to receive a contingent payment of $10.00, net to the holder in cash, without interest, upon the achievement of the milestone set forth in a certain Contingent Value Rights Agreement (the "CVR Agreement") on or prior to December 31, 2027 (the "Milestone").
F3 Upon the terms and subject to the conditions set forth in the Merger Agreement, (a) each outstanding option to purchase Shares (each, a "Company Option") that was granted prior to the date of the Merger Agreement with an exercise price per Share less than $42.00 (each, an "In the Money Option"), was canceled and converted into the right to receive (A) cash in an amount, without interest, equal to the product of (x) the total number of Shares subject to such In the Money Option immediately prior to the Effective Time multiplied by (y) the excess of (I) $42.00 over (II) the exercise price payable per Share under such In the Money Option and (B) one CVR for each Share subject to such In the Money Option immediately prior to the Effective Time; (b) each Company Option that was granted prior to the date of the Merger Agreement with an exercise price per Share equal to or greater than $42.00 but less than $52.00 (each, an "Out of the Money Option")
F4 (Continue from Footnote 3) was canceled and converted into the right to receive, if the Milestone is achieved, cash in an amount equal to the product of (A) the total number of Shares subject to such Out of the Money Option immediately prior to the Effective Time multiplied by (B) the excess of (x) $52.00 over (y) the exercise price payable per-Share under such Out of the Money Option; and (c) each Company Option (A) that was granted on or after the date of the Merger Agreement or (B) having an exercise price per Share that is equal to or greater than $52.00 was canceled without consideration, and had no further force or effect.
F5 Each restricted stock unit represents a contingent right to receive one Share.
F6 Pursuant to the terms of the Merger Agreement, (a) each outstanding restricted stock unit (each, a "Company RSU") that was granted prior to the date of the Merger Agreement, and each Company RSU that was granted on or after the date of the Merger Agreement and that is designated in the confidential disclosure schedules as an "Accelerated 2023 RSU," was canceled and converted into the right to receive (1) cash in an amount, without interest, equal to the product of (x) the total number of Shares subject to such Company RSU immediately prior to the Effective Time multiplied by (y) $42.00 and (2) one CVR for each Share subject to such Company RSU immediately prior to the Effective Time; and (b) each Company RSU that was granted on or after the date of the Merger Agreement and that is designated in the confidential disclosure schedules as a "Cancelled 2023 RSU" was canceled and had no further force or effect.
F7 Not applicable.