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