0001415889-24-028023.txt : 20241202 0001415889-24-028023.hdr.sgml : 20241202 20241202192102 ACCESSION NUMBER: 0001415889-24-028023 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20241202 FILED AS OF DATE: 20241202 DATE AS OF CHANGE: 20241202 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Kaye Randall CENTRAL INDEX KEY: 0001350416 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40192 FILM NUMBER: 241520564 MAIL ADDRESS: STREET 1: 11388 SORRENTO VALLEY ROAD STREET 2: STE. 200 CITY: SAN DIEGO STATE: CA ZIP: 92121 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Longboard Pharmaceuticals, Inc. CENTRAL INDEX KEY: 0001832168 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] ORGANIZATION NAME: 03 Life Sciences IRS NUMBER: 845009619 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 4275 EXECUTIVE SQUARE STREET 2: SUITE 950 CITY: LA JOLLA STATE: CA ZIP: 92037 BUSINESS PHONE: 619-592-9775 MAIL ADDRESS: STREET 1: 4275 EXECUTIVE SQUARE STREET 2: SUITE 950 CITY: LA JOLLA STATE: CA ZIP: 92037 4 1 form4-12032024_121258.xml X0508 4 2024-12-02 0001832168 Longboard Pharmaceuticals, Inc. LBPH 0001350416 Kaye Randall C/O LONGBOARD PHARMACEUTICALS, INC. 4275 EXECUTIVE SQUARE, SUITE 950 LA JOLLA CA 92037 false true false false Executive Vice President & CMO 0 Common Stock 2024-12-02 4 U 0 30554 60 D 0 D Employee Stock Option (right to buy) 6 2024-12-02 4 D 0 175946 D 2032-03-20 Common Stock 175946 0 D Employee Stock Option (right to buy) 4.35 2024-12-02 4 D 0 96300 D 2033-02-08 Common Stock 96300 0 D Employee Stock Option (right to buy) 19.32 2024-12-02 4 D 0 107560 D 2034-02-07 Common Stock 107560 0 D Restricted Stock Unit 2024-12-02 4 D 0 17920 D Common Stock 17920 0 D Restricted Stock Unit 2024-12-02 4 D 0 9500 D Common Stock 9500 0 D Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of 10/14/2024, by and among Longboard Pharmaceuticals, Inc. (the "Issuer"), H. Lundbeck A/S ("Parent"), Lundbeck LLC ("Payor"), and Langkawi Corporation ("Purchaser"), on 12/02/2024, Purchaser completed a tender offer for shares of common stock of the Issuer (each, a "Share") and thereafter merged with and into the Issuer, with the Issuer continuing as the surviving corporation and an indirect wholly owned subsidiary of Parent (the "Merger"). Pursuant to the terms of the Merger Agreement, the Shares were tendered at the Offer Acceptance Time (as defined in the Merger Agreement) in exchange for the right to receive $60.00 per Share, in cash, without interest, subject to any applicable withholding of taxes (the "Merger Consideration"). At the effective time of the Merger (being such date and at such time as the certificate of merger in respect of the Merger was duly filed with the Secretary of State of the State of Delaware in accordance with the DGCL) (the "Effective Time"), each issued and outstanding Share was cancelled in exchange for the Merger Consideration. At the Effective Time, pursuant to the Merger Agreement, each outstanding option, to the extent unvested, was accelerated and became fully vested and exercisable. Each outstanding and unexercised vested option (after giving effect to the acceleration treatment set forth in the preceding sentence) at the Effective Time was cancelled and automatically converted into the right to receive cash, without interest, in an amount equal to the product of (i) the total number of Shares subject to such option as of immediately prior to the Effective Time multiplied by (ii) the excess of (x) $60.00 per Share over (y) the exercise price payable per Share under such option, which amount will be subject to any withholding taxes. At the Effective Time, pursuant to the Merger Agreement, each restricted stock unit award ("RSU") outstanding as of immediately prior to the Effective Time, whether vested or unvested, was cancelled and converted solely into the right to receive an amount in cash, without interest, equal to the product of (i) the total number of Shares issuable in settlement of such RSU immediately prior to the Effective Time, multiplied by (ii) $60.00 per Share, in cash, without interest, subject to any applicable withholding of taxes. At the Effective Time, pursuant to the Merger Agreement, each RSU granted on 10/25/2024 to certain of the Issuer's employees, including executive officers (the "Retention RSUs"), whether vested or unvested, became the right to receive an amount in cash, without interest, equal to the product of (i) the total number of Shares issuable in settlement of such Retention RSU immediately prior to the Effective Time, multiplied by (ii) the Merger Consideration, subject to any applicable withholding of taxes, payable in accordance with, and subject to satisfaction of, the remaining vesting schedule of the Retention RSUs as in effect immediately prior to the Effective Time. The vesting of the Retention RSUs was not accelerated prior to the Effective Time. The Merger Consideration paid in respect of the Retention RSUs is subject to vesting (and payment upon such vesting) upon the earliest to occur of 10/25/2025 (subject to the employee's Continuous Service (as defined in the 2021 Equity Incentive Plan) through such date), or the date the executive officer incurs an "involuntary termination" (as defined in such officer's respective employment agreement with the Issuer). The foregoing descriptions in the footnotes to this Form 4 are qualified in their entirety by reference to the terms of the Merger Agreement. In the event of any conflict between the descriptions above and the terms set forth in the Merger Agreement, the terms set forth in the Merger Agreement shall control. /s/ Andrew J. Cronauer, Attorney-in-Fact 2024-12-02