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