0001209191-20-040301.txt : 20200702
0001209191-20-040301.hdr.sgml : 20200702
20200702162409
ACCESSION NUMBER: 0001209191-20-040301
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20200702
FILED AS OF DATE: 20200702
DATE AS OF CHANGE: 20200702
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Brege Laura
CENTRAL INDEX KEY: 0001365619
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35935
FILM NUMBER: 201009692
MAIL ADDRESS:
STREET 1: C/O ONYX PHARMACEUTICALS, INC.
STREET 2: 2100 POWELL STREET
CITY: EMERYVILLE
STATE: CA
ZIP: 94608
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: PORTOLA PHARMACEUTICALS INC
CENTRAL INDEX KEY: 0001269021
STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834]
IRS NUMBER: 000000000
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 270 EAST GRAND AVENUE, SUITE 22
CITY: SOUTH SAN FRANCISCO
STATE: CA
ZIP: 94080
BUSINESS PHONE: 650-244-6864
MAIL ADDRESS:
STREET 1: 270 EAST GRAND AVENUE, SUITE 22
CITY: SOUTH SAN FRANCISCO
STATE: CA
ZIP: 94080
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2020-07-02
1
0001269021
PORTOLA PHARMACEUTICALS INC
PTLA
0001365619
Brege Laura
C/O PORTOLA PHARMACEUTICALS, INC.
270 EAST GRAND AVENUE, SUITE 22
SOUTH SAN FRANCISCO
CA
94080
1
0
0
0
Common Stock
2020-07-02
4
D
0
13194
18.00
D
0
D
Restricted Stock Units
2020-07-02
4
D
0
7281
18.00
D
0
D
Stock Option (Right to Buy)
17.94
2020-07-02
4
D
0
11377
0.06
D
2030-06-11
Common Stock
11377
0
D
Stock Option (Right to Buy)
2020-07-02
4
D
0
44991
0.00
D
Common Stock
44991
0
D
Pursuant to the Agreement and Plan of Merger, dated as of May 5, 2020, by and among Portola Pharmaceuticals, Inc. (the "Issuer"), Alexion
Pharmaceuticals, Inc. ("Alexion") and Odyssey Merger Sub Inc. ("Merger Sub") (the "Merger Agreement"), on July 2, 2020, Merger Sub merged with and
into the Issuer, with the Issuer continuing as the surviving corporation and a direct, wholly owned subsidiary of Alexion (the "Merger"). At the
effective time of the Merger (the "Effective Time"), these shares were canceled in exchange for $18.00 per share in cash, without interest and
subject to any applicable withholding taxes.
At the Effective Time, each restricted stock unit ("RSU") was accelerated and canceled as of immediately prior to, and contingent upon, the Effective Time, in exchange for the right to receive a cash amount equal to the product of (i) the number of shares deliverable under such RSU multiplied by (ii) $18.00.
At the Effective Time, each of these unvested and outstanding options was accelerated, canceled and converted into the right to receive a cash amount equal to the product of (i) the number of shares that are subject to such options and (ii) $18.00 less the applicable exercise price per share of such options, subject to any applicable withholding or other taxes required by applicable law.
In connection with the Merger, these options were accelerated and canceled without payment.
/s/ Mike Ouimette, Attorney-in-fact
2020-07-02