Craig C. Hopkinson - 02 Mar 2023 Form 4 Insider Report for ALBIREO PHARMA, INC.

Reporting relationship: Director
Issuer ticker: N/A
Reported as of: 02 Mar 2023
Net transaction value: $0
SEC form: 4
Accepted by SEC: 02 Mar 2023, 15:39:44 UTC
Prior SEC filing: 24 Feb 2023
Next SEC filing: 12 Feb 2024
Source filing: View source filing
Reporting owner signature: /s/ Jason Duncan, Attorney-in-fact

Key filing fact

Craig C. Hopkinson filed Form 4 for ALBIREO PHARMA, INC. on 02 Mar 2023.

Key facts

This page summarizes Craig C. Hopkinson's Form 4 filing for ALBIREO PHARMA, INC..
1 reported transaction and 1 derivative row are listed below.
Accepted by SEC: 02 Mar 2023, 15:39.

Change

Previous filing in this sequence was filed on 24 Feb 2023.
Current net transaction value: $0.

Research use

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

ALBO transaction Derivative

Restricted Stock Units

Disposed to Issuer

Transaction value
Shares: -10,495
Change %: -100%
Price
Shares after: 0
Date: 02 Mar 2023
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 10,495
Exercise price
Footnotes: F1, F2, F3, F4, F5

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

Craig C. Hopkinson is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 5 footnotes

Footnote 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").

Footnote 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").

Footnote 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;

Footnote 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.

Footnote F5

Not applicable.