0001209191-18-030120.txt : 20180515
0001209191-18-030120.hdr.sgml : 20180515
20180515123212
ACCESSION NUMBER: 0001209191-18-030120
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20180515
FILED AS OF DATE: 20180515
DATE AS OF CHANGE: 20180515
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: 001-37693
FILM NUMBER: 18834705
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: AveXis, Inc.
CENTRAL INDEX KEY: 0001652923
STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836]
IRS NUMBER: 901038273
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 2275 HALF DAY ROAD
STREET 2: SUITE 160
CITY: BANNOCKBURN
STATE: IL
ZIP: 60015
BUSINESS PHONE: 972-725-7797
MAIL ADDRESS:
STREET 1: 2275 HALF DAY ROAD
STREET 2: SUITE 160
CITY: BANNOCKBURN
STATE: IL
ZIP: 60015
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2018-05-15
1
0001652923
AveXis, Inc.
AVXS
0001289098
Kearney Terrence C
C/O AVEXIS, INC.
2275 HALF DAY ROAD, SUITE 200
BANNOCKBURN
IL
60015
1
0
0
0
Common Stock
2018-05-15
4
D
0
1106
D
0
D
Stock Option (Right to Buy)
20.00
2018-05-15
4
D
0
26496
0.00
D
2026-02-10
Common Stock
26496
0
D
Stock Option (Right to Buy)
69.25
2018-05-15
4
D
0
2454
0.00
D
2027-05-30
Common Stock
2454
0
D
Stock Option (Right to Buy)
133.80
2018-05-15
4
D
0
2905
0.00
D
2028-03-13
Common Stock
2905
0
D
On April 6, 2018, the Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement") with Novartis AG, a company organized under the laws of Switzerland ("Parent"), and Novartis AM Merger Corporation, a Delaware corporation and an indirect wholly-owned subsidiary of the Parent ("Purchaser"). Pursuant to the terms of the Merger Agreement and the Offer (as defined in the Merger Agreement), each share of the Issuer's common stock (the "Common Stock") held by the Reporting Person was acquired, subject to adjustment, at a purchase price of $218.00 per share (the "Offer Price") in cash.
Represents 1,106 shares underlying Restricted Stock Units (the "RSUs"). Pursuant to the Merger Agreement, each outstanding RSU was canceled in exchange for a lump sum cash payment equal to (i) the Offer Price multiplied by (ii) the number of shares of Common Stock underlying the RSU.
Pursuant to the Merger Agreement, each outstanding stock option was canceled in exchange for a lump sum cash payment equal the excess of (A) the Offer Price minus (B) the Exercise Price, multiplied by the number of shares of Common Stock underlying the option.
/s/ Madison Jones, Attorney-in-Fact
2018-05-15