0000899243-22-034086.txt : 20221024 0000899243-22-034086.hdr.sgml : 20221024 20221024191002 ACCESSION NUMBER: 0000899243-22-034086 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20221020 FILED AS OF DATE: 20221024 DATE AS OF CHANGE: 20221024 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Edwards Thomas A. CENTRAL INDEX KEY: 0001648283 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35420 FILM NUMBER: 221326907 MAIL ADDRESS: STREET 1: C/O CHEMOCENTRYX, INC. STREET 2: 850 MAUDE AVE. CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ChemoCentryx, Inc. CENTRAL INDEX KEY: 0001340652 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 943254365 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 835 INDUSTRIAL ROAD STREET 2: SUITE 600 CITY: SAN CARLOS STATE: CA ZIP: 94070 BUSINESS PHONE: 650-210-2900 MAIL ADDRESS: STREET 1: 835 INDUSTRIAL ROAD STREET 2: SUITE 600 CITY: SAN CARLOS STATE: CA ZIP: 94070 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2022-10-20 1 0001340652 ChemoCentryx, Inc. CCXI 0001648283 Edwards Thomas A. C/O CHEMOCENTRYX, INC. 835 INDUSTRIAL ROAD, SUITE 600 SAN CARLOS CA 94070 1 0 0 0 Common Stock 2022-10-20 4 D 0 143306 D 0 D Stock Option 22.39 2022-10-20 4 D 0 8342 D Common Stock 8342 0 D Stock Option 10.06 2022-10-20 4 D 0 4504 D Common Stock 4504 0 D Stock Option 11.60 2022-10-20 4 D 0 12287 D Common Stock 12287 0 D Stock Option 12.94 2022-10-20 4 D 0 13352 D Common Stock 13352 0 D Restricted Stock Unit 2022-10-20 4 D 0 15723 D Common Stock 15723 0 D Reflects the disposition of securities pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of August 3, 2022, among Amgen Inc. ("Parent"), Carnation Merger Sub, Inc. ("Merger Sub") and ChemoCentryx, Inc. (the "Company"), pursuant to which, on October 20, 2022, Merger Sub merged with and into the Company, with the Company surviving the merger as a wholly owned subsidiary of Parent (the "Merger"). At the effective time of the Merger (the "Effective Time"), each issued and outstanding share of common stock, par value $0.001 per share, of the Company (collectively, the "Shares," and each such share, a "Share") (other than any such Shares (i) held by the Company as treasury stock or owned by Parent or Merger Sub, (ii) held by any subsidiary of the Company or Parent (other than Merger Sub) or (iii) as to which appraisal rights have been properly exercised, (Continued from Footnote 1) and not withdrawn, in accordance with the Delaware General Corporation Law) was thereupon canceled and converted into the right to receive $52.00 in cash, without interest (the "Merger Consideration"). As a result of the Merger, the Reporting Person no longer beneficially owns, directly or indirectly, any Shares. Pursuant to the Merger Agreement, immediately prior to the Effective Time, each stock option of the Company ("Company Option") held by the Reporting Person that remained outstanding as of immediately prior to the Effective Time vested in full and was canceled and converted into the right to receive an amount in cash (without interest) equal to the product obtained by multiplying (x) the number of Shares underlying such Company Option immediately prior to the Effective Time by (y) the amount, if any, by which the Merger Consideration exceeded the exercise price of such Company Option. At the Effective Time, each restricted stock unit of the Company held by the Reporting Person that was outstanding immediately prior to the Effective Time and that was (A) granted prior to August 3, 2022 or granted after August 3, 2022 and specified in the disclosure schedules delivered by the Company to Parent in connection with the Merger Agreement and/or (B) granted to a non-employee member of the Board became fully vested and was cancelled and converted into the right to receive an amount in cash, less applicable withholding taxes and without interest, equal to (x) the total number of Shares underlying such restricted stock unit multiplied by (y) $52.00. The restricted stock units did not have an expiration date. /s/ Susan M. Kanaya, as Attorney-in-Fact 2022-10-20