0000904454-20-000088.txt : 20200129
0000904454-20-000088.hdr.sgml : 20200129
20200129173021
ACCESSION NUMBER: 0000904454-20-000088
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20200128
FILED AS OF DATE: 20200129
DATE AS OF CHANGE: 20200129
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: VITULLO NICOLE
CENTRAL INDEX KEY: 0001196863
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-33095
FILM NUMBER: 20559210
MAIL ADDRESS:
STREET 1: 3030 SCIENCE PARK ROAD
CITY: SAN DIEGO
STATE: CA
ZIP: 92121
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: ACHILLION PHARMACEUTICALS INC
CENTRAL INDEX KEY: 0001070336
STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834]
IRS NUMBER: 000000000
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 300 GEORGE STREET
CITY: NEW HAVEN
STATE: CT
ZIP: 06511
BUSINESS PHONE: 203-624-7000
MAIL ADDRESS:
STREET 1: 300 GEORGE STREET
CITY: NEW HAVEN
STATE: CT
ZIP: 06511
4
1
edgar.xml
PRIMARY DOCUMENT
X0306
4
2020-01-28
1
0001070336
ACHILLION PHARMACEUTICALS INC
ACHN
0001196863
VITULLO NICOLE
C/O DOMAIN ASSOCIATES, LLC
202 CARNEGIE CENTER, SUITE 104
PRINCETON
NJ
08540
1
0
0
0
Common Stock
2020-01-28
4
D
0
36431
6.30
D
0
D
Common Stock
2020-01-28
4
D
0
3393382
6.30
D
0
I
By Domain Partners VIII, L.P.
Common Stock
2020-01-28
4
D
0
25159
6.30
D
0
I
By DP VIII Associates, L.P.
Stock Option (Right to Buy)
3.10
2020-01-28
4
D
0
50000
D
2020-12-16
Common Stock
50000
0
D
Stock Option (Right to Buy)
7.59
2020-01-28
4
D
0
20000
D
2021-12-12
Common Stock
20000
0
D
Stock Option (Right to Buy)
8.64
2020-01-28
4
D
0
20000
D
2022-12-18
Common Stock
20000
0
D
Stock Option (Right to Buy)
3.02
2020-01-28
4
D
0
25000
D
2023-12-17
Common Stock
25000
0
D
Stock Option (Right to Buy)
13.24
2020-01-28
4
D
0
25000
D
2024-12-02
Common Stock
25000
0
D
Stock Option (Right to Buy)
7.54
2020-01-28
4
D
0
30000
D
2026-01-25
Common Stock
30000
0
D
Stock Option (Right to Buy)
4.09
2020-01-28
4
D
0
30000
D
2027-01-19
Common Stock
30000
0
D
Stock Option (Right to Buy)
2.90
2020-01-28
4
D
0
30000
D
2028-02-09
Common Stock
30000
0
D
Stock Option (Right to Buy)
2.18
2020-01-28
4
D
0
42000
D
2029-01-23
Common Stock
42000
0
D
Disposed of pursuant to the merger agreement (the "Merger Agreement") among Achillion Pharmaceuticals, Inc. ("Achillion"), Alexion Pharmaceuticals, Inc. ("Alexion") and Beagle Merger Sub, Inc. In addition to the cash consideration of $6.30 per share, each shareholder will also receive one contingent value right ("CVR") per share. Each CVR represents the right to receive contingent cash payments of $1.00 upon the achievement of a certain clinical trial milestone with respect to ACH-5228 and $1.00 upon the achievement of a certain regulatory approval milestone with respect to ACH-4471.
The Reporting Person is a Managing Member of Domain Associates, LLC and a Managing Member of One Palmer Square Associates VIII, LLC, which is the sole general partner of Domain Partners VIII, L.P. and DP VIII Associates, L.P. Pursuant to Instruction 4(b)(iv) of Form 4, the Reporting Person has elected to report as indirectly beneficially owned the entire number of securities beneficially owned by each such entity. The Reporting Person disclaims beneficial ownership of any securities, and any proceeds thereof, that exceed her pecuniary interest therein and/or that are not actually distributed to her.
Subject to certain conditions, at the effective time, all unexercised options with an exercise price below $6.30 were cancelled and converted into the right to receive (i) a cash payment of (A) $6.30 less the exercise price, multiplied by (B) the number of shares subject thereto and (ii) one CVR per share subject thereto. Options with an exercise price of $6.30 or greater were cancelled and converted into the right to receive a cash payment with respect to each share subject thereto upon each milestone payment date equal to (i) the amount by which, as of the payment date, the sum of (x) $6.30, (y) the amount per share previously paid in respect of any earlier payment date and (z) the amount in cash to be paid at such payment date exceeds the exercise price payable under such option, less (ii) the amount of all payments previously received with respect to such option. Options with an exercise price of $8.30 or greater were cancelled without any consideration payable therefor.
/s/ Lisa A. Kraeutler, Attorney-in-Fact
2020-01-29