0001562180-20-000674.txt : 20200129
0001562180-20-000674.hdr.sgml : 20200129
20200129161510
ACCESSION NUMBER: 0001562180-20-000674
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: MANNING MARTHA E
CENTRAL INDEX KEY: 0001227894
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-33095
FILM NUMBER: 20558315
MAIL ADDRESS:
STREET 1: 700 PENNSYLVANIA DR
CITY: EXTON
STATE: PA
ZIP: 19341
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
X0306
4
2020-01-28
true
0001070336
ACHILLION PHARMACEUTICALS INC
ACHN
0001227894
MANNING MARTHA E
C/O ACHILLION PHARMACEUTICALS, INC.
1777 SENTRY PARKWAY W, BLDG 14, STE 200
BLUE BELL
PA
19422
false
true
false
false
General Counsel
Common Stock
2020-01-28
4
D
false
2500.00
6.30
D
0.00
D
Stock Options (Right to buy)
2.90
2020-01-28
4
D
false
215000.00
D
2028-02-09
Common Stock
215000.00
0.00
D
Stock Options (Right to buy)
2.18
2020-01-28
4
D
false
150000.00
D
2029-01-23
Common Stock
150000.00
0.00
D
Stock Options (Right to buy)
6.79
2020-01-29
4
D
false
110000.00
D
2026-02-01
Common Stock
110000.00
0.00
D
Stock Options (Right to buy)
4.11
2020-01-29
4
D
false
135000.00
D
2027-01-17
Common Stock
135000.00
0.00
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.
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