Paul Streck - Mar 2, 2023 Form 4 Insider Report for ALBIREO PHARMA, INC. (ALBO)

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, 03:57 PM
Previous filing
Jan 27, 2023
Next filing
Aug 20, 2024

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 Restricted Stock Units Disposed to Issuer -119K -100% 0 Mar 2, 2023 Common Stock 119K Direct F1, F2, F3, F4, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

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

Explanation of Responses:

Id Content
F1 Each restricted stock unit represents a contingent right to receive one share of common stock of the Issuer, $0.01 par value per share (each, a "Share").
F2 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 Share and thereafter merged with and into the Issuer (the "Merger"), effective as of March 2, 2023 (the "Effective Time").
F3 (Continued from Footnote 2) At the Effective Time, (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 non-tradeable contractual contingent value right ("CVR") for each Share subject to such Company RSU immediately prior to the Effective Time, 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 on or prior to December 31, 2027;
F4 (Continued from Footnote 3) 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.
F5 Not applicable.