0001209191-23-016166.txt : 20230306
0001209191-23-016166.hdr.sgml : 20230306
20230306113909
ACCESSION NUMBER: 0001209191-23-016166
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20230306
FILED AS OF DATE: 20230306
DATE AS OF CHANGE: 20230306
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: JAEGER WILFRED E
CENTRAL INDEX KEY: 0001190474
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36310
FILM NUMBER: 23708091
MAIL ADDRESS:
STREET 1: C/O THREE ARCH PARTNERS
STREET 2: 3200 ALPINE RD
CITY: PORTOLA VALLEY
STATE: CA
ZIP: 94028
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: CONCERT PHARMACEUTICALS, INC.
CENTRAL INDEX KEY: 0001367920
STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834]
IRS NUMBER: 000000000
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 65 HAYDEN AVENUE
STREET 2: SUITE 3000N
CITY: LEXINGTON
STATE: MA
ZIP: 02421
BUSINESS PHONE: 781-860-0045
MAIL ADDRESS:
STREET 1: 65 HAYDEN AVENUE
STREET 2: SUITE 3000N
CITY: LEXINGTON
STATE: MA
ZIP: 02421
FORMER COMPANY:
FORMER CONFORMED NAME: CONCERT PHARMACEUTICALS INC
DATE OF NAME CHANGE: 20060628
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2023-03-06
1
0001367920
CONCERT PHARMACEUTICALS, INC.
CNCE
0001190474
JAEGER WILFRED E
C/O CONCERT PHARMACEUTICALS, INC.
65 HAYDEN AVENUE, SUITE 3000N
LEXINGTON
MA
02421
1
0
0
0
Common Stock
2023-03-06
4
U
0
5125
D
0
D
Common Stock
2023-03-06
4
D
0
16400
D
0
D
Stock Option (Right to Buy)
16.42
2023-03-06
4
D
0
10000
D
2025-06-10
Common Stock
10000
0
D
Stock Option (Right to Buy)
12.96
2023-03-06
4
D
0
10000
D
2026-06-08
Common Stock
10000
0
D
Stock Option (Right to Buy)
13.29
2023-03-06
4
D
0
10000
D
2027-06-14
Common Stock
10000
0
D
Stock Option (Right to Buy)
19.59
2023-03-06
4
D
0
10000
D
2028-06-13
Common Stock
10000
0
D
Stock Option (Right to Buy)
11.02
2023-03-06
4
D
0
10000
D
2029-06-12
Common Stock
10000
0
D
Stock Option (Right to Buy)
9.16
2023-03-06
4
D
0
10000
D
2030-06-10
Common Stock
10000
0
D
Stock Option (Right to Buy)
4.26
2023-03-06
4
D
0
10250
D
2031-06-09
Common Stock
10250
0
D
This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of January 19, 2023, by and among Concert Pharmaceuticals, Inc. (the "Issuer"), Sun Pharmaceutical Industries Ltd. ("Parent") and Foliage Merger Sub, Inc., an indirect wholly owned subsidiary of Parent ("Merger Sub"), pursuant to which Merger Sub completed a tender offer for shares of common stock of the Issuer (each, a "Share") and thereafter merged with and into the Issuer, effective as of March 6, 2023 (the "Effective Time"). At the Effective Time, each issued and outstanding Share was cancelled and converted into the right to receive $8.00 in cash (the "Cash Amount"), plus one non-tradeable contingent value right (a "CVR," and together with the Cash Amount, the "Per Share Consideration"), which represents the right to receive contingent payments of up to $3.50 per Share, in cash, (continued in Footnote 2)
in the aggregate, upon the achievement of certain milestones (such applicable payment, each, a "Milestone Payment") prior to December 31, 2029, subject to any applicable withholding of taxes and without interest.
This line item represents unvested time-based restricted stock units with respect to the Issuer's common stock ("RSUs") held by the Reporting Person. Pursuant to the terms of the Merger Agreement, at the Effective Time, each unvested RSU that was outstanding immediately prior to the Effective Time was cancelled and converted into the right to receive, for each Share underlying such RSU, the Per Share Consideration, subject to withholding of applicable taxes and without interest.
Pursuant to the terms of the Merger Agreement, at the Effective Time, each option that had a per share exercise price that was less than the Cash Amount (whether vested or unvested) that was outstanding and unexercised immediately prior to the Effective Time, was cancelled and converted into the right to receive, for each Share underlying such option, (i) an amount in cash equal to the excess of the Cash Amount over the per share exercise price of such option and (ii) one CVR. Each option that was outstanding and unexercised immediately prior to the Effective Time that had a per share exercise price greater than or equal to the Cash Amount, and less than $11.50, was cancelled and converted into the right to receive, for each Share underlying such option, upon the occurrence of any Milestone Payment, (i) an amount in cash equal to the Cash Amount, plus the applicable Milestone Payment, plus any Milestone Payment previously paid with respect to such Share, (continued in Footnote 5)
minus the per share exercise price of the option, minus (ii) any amount previously paid out for such option pursuant to any previous Milestone Payment.
/s/ Jeffrey A. Munsie, attorney-in-fact
2023-03-06