0001104659-21-142266.txt : 20211122 0001104659-21-142266.hdr.sgml : 20211122 20211122090319 ACCESSION NUMBER: 0001104659-21-142266 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20211119 FILED AS OF DATE: 20211122 DATE AS OF CHANGE: 20211122 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MCLAUGHLIN KEVIN F CENTRAL INDEX KEY: 0001214938 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36065 FILM NUMBER: 211430343 MAIL ADDRESS: STREET 1: C/O ACCELERON PHARMA INC. STREET 2: 128 SIDNEY STREET CITY: CAMBRIDGE STATE: MA ZIP: 02139 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ACCELERON PHARMA INC CENTRAL INDEX KEY: 0001280600 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 128 SIDNEY STREET CITY: CAMBRIDGE STATE: MA ZIP: 02139 BUSINESS PHONE: 617-649-9200 MAIL ADDRESS: STREET 1: 128 SIDNEY STREET CITY: CAMBRIDGE STATE: MA ZIP: 02139 4 1 tm2133601-2_4seq1.xml OWNERSHIP DOCUMENT X0306 4 2021-11-19 1 0001280600 ACCELERON PHARMA INC XLRN 0001214938 MCLAUGHLIN KEVIN F 128 SIDNEY STREET CAMBRIDGE MA 02139 0 1 0 0 SVP, CFO and Treasurer Common Stock 2021-11-19 4 U 0 10681 D 0 D Option to Purchase Common Stock 30.17 2021-11-19 4 D 0 2663 D Common Stock 2663 0 D Option to Purchase Common Stock 40.61 2021-11-19 4 D 0 11262 D Common Stock 11262 0 D Option to Purchase Common Stock 41.64 2021-11-19 4 D 0 20500 D Common Stock 20500 0 D Option to Purchase Common Stock 52.99 2021-11-19 4 D 0 24334 D Common Stock 24334 0 D Option to Purchase Common Stock 115.53 2021-11-19 4 D 0 18806 D Common Stock 18806 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 September 29, 2021, by and among the Issuer, Merck Sharp & Dohme Corp. ("Parent"), and Astros Merger Sub, Inc., a direct 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 (the "Merger") effective as of November 19, 2021 (the "Effective Time"). At the Effective Time, each issued and outstanding Share was cancelled and converted into the right to receive $180.00 in cash (the "Offer Price") without interest and subject to applicable withholding taxes. Pursuant to the terms of the Merger Agreement, at the Effective Time, each option to purchase Shares granted under an Issuer equity plan (each, a "Company Stock Option") that was outstanding and unvested immediately prior to the Effective Time vested in full. As of the Effective Time, each Company Stock Option that was outstanding immediately prior to the Effective Time was cancelled, and, in exchange therefor, the holder of such cancelled Company Stock Option was entitled to receive (without interest), in consideration of the cancellation of such Company Stock Option, an amount in cash (less applicable tax withholdings) equal to the product of (x) the total number of Shares subject to such Company Stock Option immediately prior to the Effective Time multiplied by (y) the excess, if any, of the Offer Price over the applicable exercise price per Share under such Company Stock Option. /s/ Adam M. Veness, as attorney-in-fact for Kevin F. McLaughlin 2021-11-22