0001209191-20-040346.txt : 20200702
0001209191-20-040346.hdr.sgml : 20200702
20200702163533
ACCESSION NUMBER: 0001209191-20-040346
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: Moriarty John B
CENTRAL INDEX KEY: 0001564621
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35935
FILM NUMBER: 201009957
MAIL ADDRESS:
STREET 1: ALEXION PHARMACEUTICALS
STREET 2: 352 KNOTTER DRIVE
CITY: CHESHIRE
STATE: CT
ZIP: 06410
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
0001564621
Moriarty John B
C/O PORTOLA PHARMACEUTICALS, INC.
270 EAST GRAND AVENUE, SUITE 22
SOUTH SAN FRANCISCO
CA
94080
0
1
0
0
EVP, General Counsel
Common Stock
2020-07-02
4
D
0
12893
18.00
D
0
D
Performance Stock Units
2020-07-02
4
D
0
48750
0.00
D
Common Stock
48750
0
D
Performance Stock Units
2020-07-02
4
D
0
24375
D
Common Stock
24375
0
D
Stock Option (Right to Buy)
12.79
2020-07-02
4
D
0
65000
5.21
D
2030-01-30
Common Stock
65000
0
D
Stock Option (Right to Buy)
12.79
2020-07-02
4
D
0
32500
D
2030-01-30
Common Stock
32500
0
D
Stock Option (Right to Buy)
2020-07-02
4
D
0
96874
D
Common Stock
96874
0
D
Restricted Stock Units
2020-07-02
4
D
0
37083
0.00
D
Common Stock
37083
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.
Immediately prior to the Effective Time, each performance restricted stock unit ( "Issuer PSU") was converted into a restricted stock unit with respect to the number of shares of Alexion common stock determined by multiplying (i) the total number of shares subject to such Issuer PSU by (ii) an exchange ratio equal to $18.00 divided by $112.39 (the "Exchange Ratio").
In connection with the Merger, these performance restricted stock units were canceled without payment immediately prior to the Effective Time.
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.
At the Effective Time, each of these unvested and outstanding options became fully vested (assuming performance at target), canceled and converted into the right to receive a cash amount equal to the product of (i) the number of shares that were 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.
At the Effective Time, each restricted stock unit ("Issuer RSU") was converted into a restricted stock unit, subject to substantially the same terms
and conditions as were applicable to such Issuer RSU, with respect to the number of shares of Alexion common stock determined by multiplying
(i) the total number of shares subject to such Issuer RSU by (ii) the Exchange Ratio.
/s/ Mike Ouimette, Attorney-in-fact
2020-07-02