| 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 | -8K | -100% | 0 | Mar 2, 2023 | Common Stock | 8K | $19.47 | Direct | F1, F2, F3, F4 | ||
| transaction | ALBO | Stock Option (right to buy) | Disposed to Issuer | -8K | -100% | 0 | Mar 2, 2023 | Common Stock | 8K | $36.87 | Direct | F1, F2, F3, F4 | ||
| transaction | ALBO | Stock Option (right to buy) | Disposed to Issuer | -8K | -100% | 0 | Mar 2, 2023 | Common Stock | 8K | $27.89 | Direct | F1, F2, F3, F4 | ||
| transaction | ALBO | Stock Option (right to buy) | Disposed to Issuer | -5.5K | -100% | 0 | Mar 2, 2023 | Common Stock | 5.5K | $31.22 | Direct | F1, F2, F3, F4 | ||
| transaction | ALBO | Stock Option (right to buy) | Disposed to Issuer | -5.5K | -100% | 0 | Mar 2, 2023 | Common Stock | 5.5K | $32.53 | Direct | F1, F2, F3, F4 | ||
| transaction | ALBO | Stock Option (right to buy) | Disposed to Issuer | -11K | -100% | 0 | Mar 2, 2023 | Common Stock | 11K | $30.68 | Direct | F1, F2, F3, F4 |
Stephanie Okey 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, 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") |
| F2 | (Continued from Footnote 1) and thereafter merged with and into the Issuer (the "Merger"), effective as of March 2, 2023 (the "Effective Time"). At the Effective Time, (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 |
| F3 | (Continued from Footnote 2) (B) one non-tradeable contractual contingent value right ("CVR") for each Share subject to such In the Money Option 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; (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 | (Continued 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. |