0001209191-19-053913.txt : 20191024
0001209191-19-053913.hdr.sgml : 20191024
20191024185845
ACCESSION NUMBER: 0001209191-19-053913
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20191022
FILED AS OF DATE: 20191024
DATE AS OF CHANGE: 20191024
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Montgomery Alan Bruce
CENTRAL INDEX KEY: 0001313936
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36431
FILM NUMBER: 191166863
MAIL ADDRESS:
STREET 1: 1111 MAIN STREET, SUITE 660
CITY: VANCOUVER
STATE: WA
ZIP: 98660
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: ALDER BIOPHARMACEUTICALS INC
CENTRAL INDEX KEY: 0001423824
STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834]
IRS NUMBER: 900134860
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 11804 NORTH CREEK PARKWAY SOUTH
CITY: BOTHELL
STATE: WA
ZIP: 98011
BUSINESS PHONE: 425-205-2900
MAIL ADDRESS:
STREET 1: 11804 NORTH CREEK PARKWAY SOUTH
CITY: BOTHELL
STATE: WA
ZIP: 98011
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2019-10-22
1
0001423824
ALDER BIOPHARMACEUTICALS INC
ALDR
0001313936
Montgomery Alan Bruce
C/O ALDER BIOPHARMACEUTICALS, INC.
11804 NORTH CREEK PARKWAY SOUTH
BOTHELL
WA
98011
1
0
0
0
Common Stock
2019-10-22
4
U
0
9628
18.00
D
0
D
Stock Option (Right to Buy)
3.96
2019-10-22
4
D
0
12727
0.00
D
2021-05-09
Common Stock
12727
0
D
Stock Option (Right to Buy)
3.465
2019-10-22
4
D
0
6363
0.00
D
2023-03-12
Common Stock
6363
0
D
Stock Option (Right to Buy)
3.465
2019-10-22
4
D
0
6363
0.00
D
2023-03-12
Common Stock
6363
0
D
Stock Option (Right to Buy)
6.325
2019-10-22
4
D
0
6363
0.00
D
2024-01-08
Common Stock
6363
0
D
Stock Option (Right to Buy)
39.66
2019-10-22
4
D
0
6350
0.00
D
2025-05-18
Common Stock
6350
0
D
Stock Option (Right to Buy)
29.26
2019-10-22
4
D
0
15000
0.00
D
2026-05-25
Common Stock
15000
0
D
Stock Option (Right to Buy)
16.90
2019-10-22
4
D
0
15000
0.00
D
2027-05-23
Common Stock
15000
0
D
Stock Option (Right to Buy)
15.50
2019-10-22
4
D
0
15000
0.00
D
2028-05-22
Common Stock
15000
0
D
Stock Option (Right to Buy)
11.01
2019-10-22
4
D
0
22500
0.00
D
2029-05-22
Common Stock
22500
0
D
On September 16, 2019, the Reporting Person entered into a Tender and Support (the "Support Agreement") with H. Lundbeck A/S ("Lundbeck"), Lundbeck LLC, Violet Acquisition Corp., a wholly owned subsidiary of Lundbeck ("Purchaser") and certain other securityholders of Issuer, pursuant to which the Reporting Person agreed to tender all shares of the Issuer's Common Stock, Class A-1 Convertible Preferred Stock or shares of Common Stock underlying stock options, as the case may be, held by Reporting Person to Purchaser (the "Tender Offer"). On October 22, 2019, Purchaser accepted the Tender Offer.
The Reporting Person will also receive one non-transferable contingent value right for each share held, which will entitle them to receive up to an additional $2.00 per share upon achievement of a milestone.
On September 16, 2019, the Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement") with Lundbeck, Lundbeck LLC and Purchaser. On October 22, 2019 (the "Effective Time"), Purchaser merged with and into the Issuer pursuant to Section 251(h) of the General Corporation Law of the State of Delaware, with the Issuer being the surviving corporation and becoming a wholly-owned subsidiary of Lundbeck.
The shares subject to this option shall vest at a rate of twenty-five percent of the total number of shares on the one-year anniversary of October 25, 2010 (the "2010 Vesting Commencement Date") and 1/48th of the total number of shares each monthly anniversary of the 2010 Vesting Commencement Date thereafter for so long as the Reporting Person provides continuous service to the Issuer, such that the total number of shares shall be fully vested on the four-year anniversary of the 2010 Vesting Commencement Date. The shares subject to this option are fully vested as of the date hereof.
The shares subject to this option, whether or not vested, were cancelled and converted into the right to receive both (i) a cash payment equal to (A) the excess, if any of (x) $18.00 over (y) the Exercise Price per share listed in Column 2 of Table II of this Form 4, multiplied by (B) the total number of shares listed in Column 5 of Table II of this Form 4, and (ii) one non-transferable contingent value right for each share subject to this option, which represents the contractual right to receive up to an additional $2.00 per share upon achievement of a milestone.
The shares subject to this option shall vest at a rate of twenty-five percent of the total number of shares on the one-year anniversary of January 1, 2012 (the "2012 Vesting Commencement Date") and 1/48th of the total number of shares each monthly anniversary of the 2012 Vesting Commencement Date thereafter for so long as the Reporting Person provides continuous service to the Issuer, such that the total number of shares shall be fully vested on the four-year anniversary of the 2012 Vesting Commencement Date. The shares subject to this option are fully vested as of the date hereof.
The shares subject to this option shall vest at a rate of twenty-five percent of the total number of shares on the one-year anniversary of January 1, 2013 (the "2013 Vesting Commencement Date") and 1/48th of the total number of shares each monthly anniversary of the 2013 Vesting Commencement Date thereafter for so long as the Reporting Person provides continuous service to the Issuer, such that the total number of shares shall be fully vested on the four-year anniversary of the 2013 Vesting Commencement Date. The shares subject to this option are fully vested as of the date hereof.
The shares subject to this option shall vest at a rate of twenty-five percent of the total number of shares on the one-year anniversary of January 1, 2014 (the "2014 Vesting Commencement Date") and 1/48th of the total number of shares each monthly anniversary of the 2014 Vesting Commencement Date thereafter for so long as the Reporting Person provides continuous service to the Issuer, such that the total number of shares shall be fully vested on the four-year anniversary of the 2014 Vesting Commencement Date. The shares subject to this option are fully vested as of the date hereof.
The shares subject to this option shall fully vest and become exercisable on the date of the 2016 Annual Meeting of the Stockholders of the Issuer, so long as the Reporting Person provides continuous service to the Issuer through such date. The shares subject to this option are fully vested as of the date hereof.
The shares subject to this option, whether vested or not, were cancelled at the Effective Time without any consideration payable therefor.
The shares subject to this option shall fully vest and become exercisable on the date of the 2017 Annual Meeting of the Stockholders of the Issuer, so long as the Reporting Person provides continuous service to the Issuer through such date. The shares subject to this option are fully vested as of the date hereof.
The shares subject to this option shall fully vest and become exercisable on the date of the 2018 Annual Meeting of the Stockholders of the Issuer, so long as the Reporting Person provides continuous service to the Issuer through such date. The shares subject to this option are fully vested as of the date hereof.
The shares subject to this option shall fully vest and become exercisable on the date of the 2019 Annual Meeting of the Stockholders of the Issuer, so long as the Reporting Person provides continuous service to the Issuer through such date. The shares subject to this option are fully vested as of the date hereof.
The shares subject to this option shall fully vest and become exercisable on the date of the 2020 Annual Meeting of the Stockholders of the Issuer, so long as the Reporting Person provides continuous service to the Issuer through such date.
/s/ Alan Hambelton, Attorney-in-Fact
2019-10-24