4//SEC Filing
Moriarty John B 4
Accession 0001209191-20-040346
CIK 0001269021other
Filed
Jul 1, 8:00 PM ET
Accepted
Jul 2, 4:35 PM ET
Size
20.5 KB
Accession
0001209191-20-040346
Insider Transaction Report
Form 4
Moriarty John B
EVP, General Counsel
Transactions
- Disposition to Issuer
Restricted Stock Units
2020-07-02−37,083→ 0 total→ Common Stock (37,083 underlying) - Disposition to Issuer
Common Stock
2020-07-02$18.00/sh−12,893$232,074→ 0 total - Disposition to Issuer
Stock Option (Right to Buy)
2020-07-02−32,500→ 0 totalExercise: $12.79Exp: 2030-01-30→ Common Stock (32,500 underlying) - Disposition to Issuer
Performance Stock Units
2020-07-02−24,375→ 0 total→ Common Stock (24,375 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2020-07-02$5.21/sh−65,000$338,650→ 0 totalExercise: $12.79Exp: 2030-01-30→ Common Stock (65,000 underlying) - Disposition to Issuer
Performance Stock Units
2020-07-02−48,750→ 0 total→ Common Stock (48,750 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2020-07-02−96,874→ 0 total→ Common Stock (96,874 underlying)
Footnotes (7)
- [F1]Pursuant to the Agreement and Plan of Merger, dated as of May 5, 2020, by and among Portola Pharmaceuticals, Inc. (the "Issuer"), Alexion Pharmaceuticals, Inc. ("Alexion") and Odyssey Merger Sub Inc. ("Merger Sub") (the "Merger Agreement"), on July 2, 2020, Merger Sub merged with and into the Issuer, with the Issuer continuing as the surviving corporation and a direct, wholly owned subsidiary of Alexion (the "Merger"). At the effective time of the Merger (the "Effective Time"), these shares were canceled in exchange for $18.00 per share in cash, without interest and subject to any applicable withholding taxes.
- [F2]Immediately prior to the Effective Time, each performance restricted stock unit ( "Issuer PSU") was converted into a restricted stock unit with respect to the number of shares of Alexion common stock determined by multiplying (i) the total number of shares subject to such Issuer PSU by (ii) an exchange ratio equal to $18.00 divided by $112.39 (the "Exchange Ratio").
- [F3]In connection with the Merger, these performance restricted stock units were canceled without payment immediately prior to the Effective Time.
- [F4]At the Effective Time, each of these unvested and outstanding options was accelerated, canceled and converted into the right to receive a cash amount equal to the product of (i) the number of shares that are subject to such options and (ii) $18.00 less the applicable exercise price per share of such options, subject to any applicable withholding or other taxes required by applicable law.
- [F5]At the Effective Time, each of these unvested and outstanding options became fully vested (assuming performance at target), canceled and converted into the right to receive a cash amount equal to the product of (i) the number of shares that were subject to such options and (ii) $18.00 less the applicable exercise price per share of such options, subject to any applicable withholding or other taxes required by applicable law.
- [F6]In connection with the Merger, these options were accelerated and canceled without payment.
- [F7]At the Effective Time, each restricted stock unit ("Issuer RSU") was converted into a restricted stock unit, subject to substantially the same terms and conditions as were applicable to such Issuer RSU, with respect to the number of shares of Alexion common stock determined by multiplying (i) the total number of shares subject to such Issuer RSU by (ii) the Exchange Ratio.
Documents
Issuer
PORTOLA PHARMACEUTICALS INC
CIK 0001269021
Entity typeother
Related Parties
1- filerCIK 0001564621
Filing Metadata
- Form type
- 4
- Filed
- Jul 1, 8:00 PM ET
- Accepted
- Jul 2, 4:35 PM ET
- Size
- 20.5 KB