0001209191-19-042724.txt : 20190718 0001209191-19-042724.hdr.sgml : 20190718 20190718195213 ACCESSION NUMBER: 0001209191-19-042724 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190718 FILED AS OF DATE: 20190718 DATE AS OF CHANGE: 20190718 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ROCHE ROBERT P JR CENTRAL INDEX KEY: 0001210193 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35952 FILM NUMBER: 19962196 MAIL ADDRESS: STREET 1: 41 MOORES ROAD CITY: FRAZER STATE: PA ZIP: 19355 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ARATANA THERAPEUTICS, INC. CENTRAL INDEX KEY: 0001509190 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 383826477 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 11400 TOMAHAWK CREEK PARKWAY, SUITE 340 CITY: LEAWOOD STATE: KS ZIP: 66211 BUSINESS PHONE: 913.353.1000 MAIL ADDRESS: STREET 1: 11400 TOMAHAWK CREEK PARKWAY, SUITE 340 CITY: LEAWOOD STATE: KS ZIP: 66211 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2019-07-18 1 0001509190 ARATANA THERAPEUTICS, INC. PETX 0001210193 ROCHE ROBERT P JR C/O ARATANA THERAPEUTICS, INC. 11400 TOMAHAWK CREEK PARKWAY, SUITE 340 LEAWOOD KS 66211 1 0 0 0 Common Stock 2019-07-18 4 D 0 18000 D 0 D Stock Option (Right to Buy) 15.80 2019-07-18 4 D 0 20000 D Common Stock 20000 0 D Stock Option (Right to Buy) 14.27 2019-07-18 4 D 0 10000 D Common Stock 10000 0 D Stock Option (Right to Buy) 6.12 2019-07-18 4 D 0 7500 D Common Stock 7500 0 D Stock Option (Right to Buy) 6.84 2019-07-18 4 D 0 7500 D Common Stock 7500 0 D Stock Option (Right to Buy) 4.36 2019-07-18 4 D 0 7500 D Common Stock 7500 0 D Stock Option (Right to Buy) 4.80 2019-07-18 4 D 0 7500 D Common Stock 7500 0 D On July 18, 2019, pursuant to that certain Agreement and Plan of Merger dated April 26, 2019 (the "Merger Agreement") among Aratana Therapeutics, Inc. (the "Company"), Elanco Animal Health Incorporated ("Elanco") and Elanco Athens, Inc., a Delaware corporation and a direct wholly owned subsidiary of Elanco ("Elanco Athens"), Elanco Athens merged with and into the Company (the "Merger"), with the Company surviving as a wholly owned subsidiary of Elanco. Pursuant to the Merger Agreement, each outstanding share of Company common stock (other than certain excluded shares as described in the Merger Agreement) was converted into the right to receive (A) 0.1481 validly issued, fully paid and non-assessable shares of Elanco common stock (the "Stock Consideration"), having a market value of $4.91 on the effective date of the Merger, and (B) one contingent value right, which represents the contractual right to receive a contingent cash (continued in footnote 2) (continued from footnote 1) payment of $0.25 per share of Company common stock if a specified milestone is achieved within agreed time periods, subject to and in accordance with the CVR Agreement, dated July 18, 2019, by and among Elanco, Broadridge Corporate Issuer Solutions, Inc., and UMB Bank, National Association (together with the Stock Consideration, the "Merger Consideration"). Pursuant to the terms of the Merger Agreement, immediately prior to the effective time of the Merger, the vesting of all outstanding unvested Company restricted stock awards was accelerated in full and each such restricted stock award was cancelled and terminated as of the effective time of the Merger. Each holder of a Company restricted stock award received the right to the Merger Consideration due with respect to the shares of Company common stock received in exchange for such accelerated restricted stock awards. Immediately prior to the effective time of the Merger, the vesting of each outstanding Company option was accelerated in full and each such option was net exercised and immediately cancelled and terminated. Each holder of such a Company option was treated as holding the number of shares of Company common stock issuable upon exercise of the option in full multiplied by the Net Exercise Ratio (as defined in the Merger Agreement), and received the Merger Consideration with respect to such shares. /s/ John C. Ayres, Attorney-in-Fact for Robert P. Roche, Jr. 2019-07-18