Key facts
- This page summarizes Corinne le Goff's Form 4 filing for Longboard Pharmaceuticals, Inc..
- 5 reported transactions and 5 derivative rows are listed below.
- Accepted by SEC: 02 Dec 2024, 19:27.
Key filing fact
Ownership activity is grounded in SEC Form 4 disclosures.
Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.
Disposed to Issuer
Disposed to Issuer
Disposed to Issuer
Disposed to Issuer
Disposed to Issuer
Additional SEC filing notes
Footnote F1
Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of 10/14/2024, by and among Longboard Pharmaceuticals, Inc. (the "Issuer"), H. Lundbeck A/S ("Parent"), Lundbeck LLC ("Payor"), and Langkawi Corporation ("Purchaser"), on 12/02/2024, Purchaser completed a tender offer for shares of common stock of the Issuer (each, a "Share") and thereafter merged with and into the Issuer, with the Issuer continuing as the surviving corporation and an indirect wholly owned subsidiary of Parent (the "Merger").
Footnote F2
On such date and at such time as the certificate of merger in respect of the Merger was duly filed with the Secretary of State of the State of Delaware in accordance with the DGCL (the "Effective Time"), pursuant to the Merger Agreement, each outstanding option, to the extent unvested, was accelerated and became fully vested and exercisable. Each outstanding and unexercised vested option (after giving effect to the acceleration treatment set forth in the preceding sentence) at the Effective Time was cancelled and automatically converted into the right to receive cash, without interest, in an amount equal to the product of (i) the total number of Shares subject to such option as of immediately prior to the Effective Time multiplied by (ii) the excess of (x) $60.00 per Share over (y) the exercise price payable per Share under such option, which amount will be subject to any withholding taxes.
SEC remarks
The foregoing descriptions in the footnotes to this Form 4 are qualified in their entirety by reference to the terms of the Merger Agreement. In the event of any conflict between the descriptions above and the terms set forth in the Merger Agreement, the terms set forth in the Merger Agreement shall control.