0001209191-23-014773.txt : 20230302 0001209191-23-014773.hdr.sgml : 20230302 20230302165700 ACCESSION NUMBER: 0001209191-23-014773 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230302 FILED AS OF DATE: 20230302 DATE AS OF CHANGE: 20230302 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: STRECK PAUL CENTRAL INDEX KEY: 0001708063 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33451 FILM NUMBER: 23700005 MAIL ADDRESS: STREET 1: 10 FINDERNE AVENUE STREET 2: BUILDING 10 CITY: BRIDGEWATER STATE: NJ ZIP: 08807 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ALBIREO PHARMA, INC. CENTRAL INDEX KEY: 0001322505 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 10 POST OFFICE SQUARE STREET 2: SUITE 502 SOUTH CITY: BOSTON STATE: MA ZIP: 02109 BUSINESS PHONE: 857-415-4774 MAIL ADDRESS: STREET 1: 10 POST OFFICE SQUARE STREET 2: SUITE 502 SOUTH CITY: BOSTON STATE: MA ZIP: 02109 FORMER COMPANY: FORMER CONFORMED NAME: Biodel Inc DATE OF NAME CHANGE: 20050331 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2023-03-02 1 0001322505 ALBIREO PHARMA, INC. ALBO 0001708063 STRECK PAUL C/O ALBIREO PHARMA INC. 53 STATE STREET, 19TH FLOOR BOSTON MA 02109 0 1 0 0 Chief Medical Officer Restricted Stock Units 2023-03-02 4 D 0 118966 D Common Stock 118966 0 D Each restricted stock unit represents a contingent right to receive one share of common stock of the Issuer, $0.01 par value per share (each, a "Share"). This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger, dated January 8, 2023, (the "Merger Agreement"), among Ipsen Biopharmaceuticals, Inc., a Delaware corporation ("Parent"), Anemone Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent ("Purchaser"), solely for purposes of Sections 9.5, 9.6, 9.8 and 9.11 thereof, Ipsen Pharma SAS, a French societe par actions simplifiee ("Guarantor"), and the Issuer, pursuant to which Purchaser completed a tender offer for Share and thereafter merged with and into the Issuer (the "Merger"), effective as of March 2, 2023 (the "Effective Time"). (Continued from Footnote 2) At the Effective Time, (a) each outstanding restricted stock unit (each, a "Company RSU") that was granted prior to the date of the Merger Agreement, and each Company RSU that was granted on or after the date of the Merger Agreement and that is designated in the confidential disclosure schedules as an "Accelerated 2023 RSU," was canceled and converted into the right to receive (1) cash in an amount, without interest, equal to the product of (x) the total number of Shares subject to such Company RSU immediately prior to the Effective Time multiplied by (y) $42.00 and (2) one non-tradeable contractual contingent value right ("CVR") for each Share subject to such Company RSU immediately prior to the Effective Time, which CVR represents the right to receive a contingent payment of $10.00, net to the holder in cash, without interest, upon the achievement of the milestone set forth in a certain Contingent Value Rights Agreement on or prior to December 31, 2027; (Continued from Footnote 3) and (b) each Company RSU that was granted on or after the date of the Merger Agreement and that is designated in the confidential disclosure schedules as a "Cancelled 2023 RSU" was canceled and had no further force or effect. Not applicable. /s/ Jason Duncan, Attorney-in-fact 2023-03-02