4//SEC Filing
Hassler Randal 4
Accession 0001209191-19-053920
CIK 0001423824other
Filed
Oct 23, 8:00 PM ET
Accepted
Oct 24, 7:09 PM ET
Size
28.2 KB
Accession
0001209191-19-053920
Insider Transaction Report
Form 4
Hassler Randal
SVP, Manufacturing
Transactions
- Disposition to Issuer
Stock Option (Right to Buy)
2019-10-22−30,000→ 0 totalExercise: $28.23Exp: 2025-01-25→ Common Stock (30,000 underlying) - Award
Common Stock
2019-10-22+14,346→ 19,780 total - Disposition to Issuer
Stock Option (Right to Buy)
2019-10-22−80,000→ 0 totalExercise: $11.79Exp: 2024-09-30→ Common Stock (80,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2019-10-22−150,000→ 0 totalExercise: $14.00Exp: 2029-02-05→ Common Stock (150,000 underlying) - Disposition to Issuer
Common Stock
2019-10-22$18.00/sh−19,780$356,040→ 0 total - Disposition to Issuer
Stock Option (Right to Buy)
2019-10-22−75,000→ 0 totalExercise: $24.18Exp: 2026-01-28→ Common Stock (75,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2019-10-22−80,000→ 0 totalExercise: $13.55Exp: 2028-02-15→ Common Stock (80,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2019-10-22−60,000→ 0 totalExercise: $20.40Exp: 2027-01-26→ Common Stock (60,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2019-10-22−60,000→ 0 totalExercise: $10.70Exp: 2027-12-13→ Common Stock (60,000 underlying)
Footnotes (12)
- [F1]On January 2, 2018, the Reporting Person was granted restricted stock units which represented a contingent right to receive a maximum of 21,518 shares of Issuer's Common Stock (the "RSU"), of which 7,172 shares had vested and the remaining 14,346 shares were to vest upon the achievement of one or more milestones or a change of control of the Issuer. The remaining shares subject to the RSU vested in full upon the Effective Time (as such term is defined in footnote 2).
- [F10]The shares subject to this option shall vest and become exercisable at a rate of 25% of the total number of shares on the one-year anniversary of December 14, 2017 (the "December 2017 Vesting Commencement Date") and 1/48th of the total number of shares each monthly anniversary of the December 2017 Vesting Commencement Date thereafter, for so long as the Reporting Person provides continuous service to the Issuer, such that the total number of shares shall be fully vested on the four-year anniversary of the December 2017 Vesting Commencement Date.
- [F11]The shares subject to this option shall vest and become exercisable at a rate of 25% of the total number of shares on the one-year anniversary of January 1, 2018 (the "2018 Vesting Commencement Date") and 1/48th of the total number of shares each monthly anniversary of the 2018 Vesting Commencement Date thereafter, for so long as the Reporting Person provides continuous service to the Issuer, such that the total number of shares shall be fully vested on the four-year anniversary of the 2018 Vesting Commencement Date.
- [F12]The shares subject to this option shall vest and become exercisable at a rate of 25% of the total number of shares on the one-year anniversary of January 1, 2019 (the "2019 Vesting Commencement Date") and 1/48th of the total number of shares each monthly anniversary of the 2019 Vesting Commencement Date thereafter, for so long as the Reporting Person provides continuous service to the Issuer, such that the total number of shares shall be fully vested on the four-year anniversary of the 2019 Vesting Commencement Date.
- [F2]On September 16, 2019, the Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement") with H. Lundbeck A/S ("Lundbeck"), Lundbeck LLC and Violet Acquisition Corp., a wholly owned subsidiary of Lundbeck ("Purchaser"). On October 22, 2019 (the "Effective Time"), Purchaser merged with and into the Issuer pursuant to Section 251(h) of the General Corporation Law of the State of Delaware, with the Issuer being the surviving corporation and becoming a wholly-owned subsidiary of Lundbeck.
- [F3]The Reporting Person will also receive one non-transferable contingent value right for each share held, which will entitle them to receive up to an additional $2.00 per share upon achievement of a milestone.
- [F4]The shares subject to this option shall vest and become exercisable at a rate of 25% of the total number of shares on the one-year anniversary of August 4, 2014 (the "2014 Vesting Commencement Date") and 1/48th of the total number of shares each monthly anniversary of the 2014 Vesting Commencement Date thereafter, for so long as the Reporting Person provides continuous service to the Issuer, such that the total number of shares shall be fully vested on the four-year anniversary of the 2014 Vesting Commencement Date. The shares subject to this option are fully vested as of the date hereof.
- [F5]The shares subject to this option, whether or not vested, were cancelled and converted into the right to receive both (i) a cash payment equal to (A) the excess, if any of (x) $18.00 over (y) the Exercise Price per share listed in Column 2 of Table II of this Form 4, multiplied by (B) the total number of shares listed in Column 5 of Table II of this Form 4, and (ii) one non-transferable contingent value right for each share subject to this option, which represents the contractual right to receive up to an additional $2.00 per share upon achievement of a milestone.
- [F6]The shares subject to this option shall vest and become exercisable at a rate of 25% of the total number of shares on the one-year anniversary of January 1, 2015 (the "2015 Vesting Commencement Date") and 1/48th of the total number of shares each monthly anniversary of the 2015 Vesting Commencement Date thereafter, for so long as the Reporting Person provides continuous service to the Issuer, such that the total number of shares shall be fully vested on the four-year anniversary of the 2015 Vesting Commencement Date. The shares subject to this option are fully vested as of the date hereof.
- [F7]The shares subject to this option, whether or not vested, were cancelled at the Effective Time without any consideration payable therefor.
- [F8]The shares subject to this option shall vest and become exercisable at a rate of 25% of the total number of shares on the one-year anniversary of January 1, 2016 (the "2016 Vesting Commencement Date") and 1/48th of the total number of shares each monthly anniversary of the 2016 Vesting Commencement Date thereafter, for so long as the Reporting Person provides continuous service to the Issuer, such that the total number of shares shall be fully vested on the four-year anniversary of the 2016 Vesting Commencement Date.
- [F9]The shares subject to this option shall vest and become exercisable at a rate of 25% of the total number of shares on the one-year anniversary of January 1, 2017 (the "2017 Vesting Commencement Date") and 1/48th of the total number of shares each monthly anniversary of the 2017 Vesting Commencement Date thereafter, for so long as the Reporting Person provides continuous service to the Issuer, such that the total number of shares shall be fully vested on the four-year anniversary of the 2017 Vesting Commencement Date.
Documents
Issuer
ALDER BIOPHARMACEUTICALS INC
CIK 0001423824
Entity typeother
Related Parties
1- filerCIK 0001618422
Filing Metadata
- Form type
- 4
- Filed
- Oct 23, 8:00 PM ET
- Accepted
- Oct 24, 7:09 PM ET
- Size
- 28.2 KB