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