0000899243-18-030890.txt : 20181213 0000899243-18-030890.hdr.sgml : 20181213 20181213163718 ACCESSION NUMBER: 0000899243-18-030890 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20181212 FILED AS OF DATE: 20181213 DATE AS OF CHANGE: 20181213 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Holmes Scott A CENTRAL INDEX KEY: 0001537670 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-30929 FILM NUMBER: 181233641 MAIL ADDRESS: STREET 1: C/O KERYX BIOPHARMACEUTICALS INC STREET 2: 1 MARINA PARK DR., 10TH FLOOR CITY: BOSTON STATE: MA ZIP: 02210 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: KERYX BIOPHARMACEUTICALS INC CENTRAL INDEX KEY: 0001114220 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 134087132 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: ONE MARINA PARK DR. CITY: BOSTON STATE: MA ZIP: 02210 BUSINESS PHONE: 617-466-3500 MAIL ADDRESS: STREET 1: ONE MARINA PARK DR. CITY: BOSTON STATE: MA ZIP: 02210 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2018-12-12 1 0001114220 KERYX BIOPHARMACEUTICALS INC KERX 0001537670 Holmes Scott A C/O KERYX BIOPHARMACEUTICALS, INC. ONE MARINA PARK DRIVE, 12TH FLOOR BOSTON MA 02210 0 1 0 0 Chief Financial Officer Common Stock 2018-12-12 4 D 0 162956 D 0 D Stock Option 2018-12-12 4 D 0 902500 D Common Stock 902500 0 D Disposed of pursuant to the Agreement and Plan of Merger, dated June 28, 2018, by and between Keryx Biopharmaceuticals, Inc. ("Keryx"), Akebia Therapeutics, Inc. ("Akebia") and Alpha Therapeutics Merger Sub Inc., as amended on October 1, 2018 (the "Merger Agreement"), whereby each share of common stock of Keryx was canceled and automatically converted into 0.37433 shares of common stock of Akebia (the "Exchange Ratio"), with fractional shares being paid in cash as provided in the Merger Agreement. (Continued from footnote 1) The market value of each share of Akebia common stock received pursuant to the Merger Agreement is $8.94, based on the closing trading price of Akebia common stock on December 12, 2018. Includes 66,039 shares of restricted stock, the vesting of which was accelerated as a result of a termination of the reporting person's employment in connection with the Merger, and each share of restricted stock was cancelled and converted into the right to receive 0.37433 shares of Akebia common stock, with fractional shares being paid in cash. The market value of each share of Akebia common stock received pursuant to the Merger Agreement is $8.94, based on the closing trading price of Akebia common stock on December 12, 2018. Pursuant to the terms of the Merger Agreement, this stock option was cancelled and converted into an option to acquire Akebia common stock, with the number of shares and exercise price adjusted for the Exchange Ratio in accordance with the terms of the Merger Agreement. /s/ Daniel Kajunski, Attorney-in-Fact 2018-12-13