0001562180-20-000672.txt : 20200129
0001562180-20-000672.hdr.sgml : 20200129
20200129161423
ACCESSION NUMBER: 0001562180-20-000672
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: Graves Kurt
CENTRAL INDEX KEY: 0001406337
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-33095
FILM NUMBER: 20558309
MAIL ADDRESS:
STREET 1: C/O ACHILLION PHARMACEUTICALS INC.
STREET 2: 300 GEORGE STREET
CITY: NEW HAVEN
STATE: CT
ZIP: 06511
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
primarydocument.xml
PRIMARY DOCUMENT
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2020-01-28
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0001070336
ACHILLION PHARMACEUTICALS INC
ACHN
0001406337
Graves Kurt
C/O ACHILLION PHARMACEUTICALS, INC.
1777 SENTRY PARKWAY W, BLDG 14, STE 200
BLUE BELL
PA
19422
true
false
false
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Common Stock
2020-01-28
4
D
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22709.00
6.30
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0.00
D
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7.54
2020-01-28
4
D
false
30000.00
D
2026-01-25
Common Stock
30000.00
0.00
D
Stock Options (Right to buy)
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2020-01-28
4
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135000.00
D
2022-06-11
Common Stock
135000.00
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Stock Options (Right to buy)
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2020-01-28
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30000.00
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2027-01-19
Common Stock
30000.00
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D
Stock Options (Right to buy)
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2020-01-28
4
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25000.00
D
2023-12-17
Common Stock
25000.00
0.00
D
Stock Options (Right to buy)
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2020-01-28
4
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30000.00
D
2028-02-09
Common Stock
30000.00
0.00
D
Stock Options (Right to buy)
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2020-01-28
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2029-01-23
Common Stock
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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.
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/ Keri Lantz, attorney-in-fact
2020-01-29