0001449439-13-000035.txt : 20131104 0001449439-13-000035.hdr.sgml : 20131104 20131104205145 ACCESSION NUMBER: 0001449439-13-000035 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20131031 FILED AS OF DATE: 20131104 DATE AS OF CHANGE: 20131104 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: VERENIUM CORP CENTRAL INDEX KEY: 0001049210 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL ORGANIC CHEMICALS [2860] IRS NUMBER: 223297375 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 3550 JOHN HOPKINS COURT CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: 858 431-8500 MAIL ADDRESS: STREET 1: 3550 JOHN HOPKINS COURT CITY: SAN DIEGO STATE: CA ZIP: 92121 FORMER COMPANY: FORMER CONFORMED NAME: DIVERSA CORP DATE OF NAME CHANGE: 19991201 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Fitzpatrick Alexander A CENTRAL INDEX KEY: 0001398595 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-29173 FILM NUMBER: 131190672 MAIL ADDRESS: STREET 1: 9605 SCRANTON ROAD, SUITE 200 CITY: SAN DIEGO STATE: CA ZIP: 92121 4 1 edgardoc.xml PRIMARY DOCUMENT X0306 4 2013-10-31 1 0001049210 VERENIUM CORP VRNM 0001398595 Fitzpatrick Alexander A 3550 JOHN HOPKINS COURT SAN DIEGO CA 92121 0 1 0 0 Sr. VP & General Counsel Common Stock 2013-10-31 4 D 0 7496.0 4.0 D 0 D Employee Stock Option (Right to Buy) 1.62 2013-10-31 4 D 0 50000.0 0.0 D 2021-07-27 Common Stock 50000 0 D Employee Stock Option (Right to Buy) 2.18 2013-10-31 4 D 0 25000.0 0.0 D 2023-08-01 Common Stock 25000 0 D Employee Stock Option (Right to Buy) 3.84 2013-10-31 4 D 0 25000.0 0.0 D 2020-11-09 Common Stock 25000 0 D Employee Stock Option (Right to Buy) 4.23 2013-10-31 4 D 0 20000.0 0.0 D 2022-08-02 Common Stock 20000 0 D Pursuant the terms of that certain Agreement and Plan of Merger, dated as of September 19, 2013, by and among Verenium Corporation ("Verenium"), BASF Corporation and Pastinaca Acquisition Inc. (the "Merger Agreement") and the Offer (as defined in the Merger Agreement), each share of Verenium common stock was validly tendered for $4.00 per share in cash, subject to any required withholding of taxes. Pursuant the terms of the Merger Agreement and the Substitute Award Agreement (as defined in the Merger Agreement), each stock option held by the Reporting Person that was outstanding and unexercised as of the Purchase Time (as defined in the Merger Agreement), whether or not vested, was cancelled and converted into a Substitute Award (as defined in the Merger Agreement), and each such Substitute Award will be cancelled and converted into the right to receive $4.00 per share (minus the exercise price of the option) in cash, subject to any required withholding of taxes, on the third business day following the consummation of the Merger (provided that the Reporting Person has not term terminated his service relationship with Verenium prior to such time). Stock options with an exercise price greater than $4.00 per share were terminated for no consideration under the terms of the Merger Agreement. Alexander A. Fitzpatrick 2013-11-04