0001104659-21-142274.txt : 20211122 0001104659-21-142274.hdr.sgml : 20211122 20211122090811 ACCESSION NUMBER: 0001104659-21-142274 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: Kearney Terrence C CENTRAL INDEX KEY: 0001289098 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36065 FILM NUMBER: 211430356 MAIL ADDRESS: STREET 1: IN CARE OF HOSPIRA, INC. STREET 2: 275 NORTH FIELD DRIVE CITY: LAKE FOREST STATE: IL ZIP: 60045 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 tm2133601-8_4seq1.xml OWNERSHIP DOCUMENT X0306 4 2021-11-19 1 0001280600 ACCELERON PHARMA INC XLRN 0001289098 Kearney Terrence C 128 SIDNEY STREET CAMBRIDGE MA 02139 1 0 0 0 Common Stock 2021-11-19 4 U 0 6749 D 0 D Option to Purchase Common Stock 40.61 2021-11-19 4 D 0 7500 D Common Stock 7500 0 D Option to Purchase Common Stock 41.20 2021-11-19 4 D 0 4665 D Common Stock 4665 0 D Option to Purchase Common Stock 41.64 2021-11-19 4 D 0 7500 D Common Stock 7500 0 D Option to Purchase Common Stock 52.99 2021-11-19 4 D 0 8185 D Common Stock 8185 0 D Option to Purchase Common Stock 115.53 2021-11-19 4 D 0 3222 D Common Stock 3222 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 Terrence C. Kearney 2021-11-22