0000899243-22-010297.txt : 20220309 0000899243-22-010297.hdr.sgml : 20220309 20220309190818 ACCESSION NUMBER: 0000899243-22-010297 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220307 FILED AS OF DATE: 20220309 DATE AS OF CHANGE: 20220309 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Galer Bradley S. CENTRAL INDEX KEY: 0001594565 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34962 FILM NUMBER: 22726871 MAIL ADDRESS: STREET 1: C/O ZOGENIX, INC. STREET 2: 12400 HIGH BLUFF DR., SUITE 650 CITY: SAN DIEGO STATE: CA ZIP: 92130 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ZOGENIX, INC. CENTRAL INDEX KEY: 0001375151 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 205300780 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 5959 HORTON STREET, SUITE 500 CITY: EMERYVILLE STATE: CA ZIP: 94608 BUSINESS PHONE: (510) 550-8300 MAIL ADDRESS: STREET 1: 5959 HORTON STREET, SUITE 500 CITY: EMERYVILLE STATE: CA ZIP: 94608 FORMER COMPANY: FORMER CONFORMED NAME: ZOGENIX INC DATE OF NAME CHANGE: 20060911 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2022-03-07 1 0001375151 ZOGENIX, INC. ZGNX 0001594565 Galer Bradley S. C/O ZOGENIX, INC. 5959 HORTON STREET, SUITE 500 EMERYVILLE CA 94608 0 1 0 0 EVP & Chief Medical Officer Common Stock 2022-03-07 4 U 0 25022 D 0 D Stock Option (Right to Buy) 24.16 2022-03-07 4 D 0 53125 D 2023-12-16 Common Stock 53125 0 D Stock Option (Right to Buy) 16.64 2022-03-07 4 D 0 8125 D 2024-06-01 Common Stock 8125 0 D Stock Option (Right to Buy) 10.64 2022-03-07 4 D 0 28125 D 2025-03-16 Common Stock 28125 0 D Stock Option (Right to Buy) 13.32 2022-03-07 4 D 0 28500 D 2025-10-04 Common Stock 28500 0 D Stock Option (Right to Buy) 10.35 2022-03-07 4 D 0 60000 D 2026-03-13 Common Stock 60000 0 D Stock Option (Right to Buy) 10.20 2022-03-07 4 D 0 60000 D 2027-03-13 Common Stock 60000 0 D Stock Option (Right to Buy) 27.36 2022-03-07 4 D 0 39000 D 2030-03-03 Common Stock 39000 0 D Stock Option (Right to Buy) 18.76 2022-03-07 4 D 0 30000 D 2031-03-25 Common Stock 30000 0 D Restricted Stock Units 2022-03-07 4 D 0 45499 D Common Stock 45499 0 D Includes 3,219 Shares (as defined below) acquired under the Issuer's Employee Stock Purchase Plan since the last filing by the Reporting Person. This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger, dated January 18, 2022, (the "Merger Agreement"), among UCB S.A., a societe anonyme formed under the laws of Belgium ("Parent"), Zinc Merger Sub, Inc., a Delaware corporation and an indirect wholly owned subsidiary of Parent ("Purchaser") and the Issuer, pursuant to which Purchaser completed a tender offer for shares of common stock of the Issuer (each, a "Share") and thereafter merged with and into the Issuer (the "Merger") effective as of March 7, 2022 (the "Effective Time"). At the Effective Time, each issued and outstanding Share was canceled and converted into the right to receive $26.00 in cash (the "Cash Amount") plus a contingent value right ("CVR"), which CVR represents the right to receive a contingent payment of $2.00 which amount will become payable, if at all, if a specified milestone is achieved on or prior to December 31, 2023. Upon the terms and subject to the conditions set forth in the Merger Agreement, (a) each outstanding option to purchase Shares (each, a "Company Option") with an exercise price less than $26.00 (each, an "In the Money Option"), was canceled and converted into the right to receive an amount in cash equal to, subject to applicable tax withholding, the product of (i) the excess, if any of the Cash Amount over the exercise price per Share underlying such In the Money Option, multiplied by (ii) the total number of Shares subject to such In the Money Options and one CVR; (b) each Company Option with an exercise price equal to or greater than $26.00 but less than $28.00 (each, an "Out of the Money Option"), (Continued from Footnote 3) was canceled and converted into the right to receive, subject to the terms of the Merger Agreement, if and when (and only if and when) payments in respect of CVRs are required to be made, $28.00 in cash (less the applicable exercise price per Share subject to such Out of the Money Option); (c) each Company Option with an exercise price equal to or greater than $28.00, was canceled for no consideration. Each restricted stock unit represents a contingent right to receive one Share. Not applicable. Pursuant to the terms of the Merger Agreement, each restricted stock unit (including performance stock units) was canceled and converted into the right to receive an amount in cash equal to (i) the product of (A) the total number of Shares subject to (or deliverable under) such restricted stock unit (with any performance conditions deemed achieved at maximum levels with respect to any performance stock unit) multiplied by (B) the Cash Amount, and (ii) one CVR with respect to each Share subject to such restricted stock unit. /s/ Michael P. Smith, Attorney-in-fact for Bradley S. Galer 2022-03-09