0001104659-23-080684.txt : 20230713
0001104659-23-080684.hdr.sgml : 20230713
20230713135746
ACCESSION NUMBER: 0001104659-23-080684
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20230711
FILED AS OF DATE: 20230713
DATE AS OF CHANGE: 20230713
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Dugel Pravin
CENTRAL INDEX KEY: 0001700917
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36080
FILM NUMBER: 231086430
MAIL ADDRESS:
STREET 1: C/O AERPIO PHARMACEUTICALS, INC.
STREET 2: 9987 CARVER ROAD
CITY: CINCINNATI
STATE: OH
ZIP: 45242
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: IVERIC bio, Inc.
CENTRAL INDEX KEY: 0001410939
STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834]
IRS NUMBER: 208185347
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 8 SYLVAN WAY
CITY: PARSIPPANY
STATE: NJ
ZIP: 07054
BUSINESS PHONE: (609) 474-6755
MAIL ADDRESS:
STREET 1: 8 SYLVAN WAY
CITY: PARSIPPANY
STATE: NJ
ZIP: 07054
FORMER COMPANY:
FORMER CONFORMED NAME: Ophthotech Corp.
DATE OF NAME CHANGE: 20070828
4
1
tm2321002-5_4seq1.xml
OWNERSHIP DOCUMENT
X0407
4
2023-07-11
1
0001410939
IVERIC bio, Inc.
ISEE
0001700917
Dugel Pravin
C/O IVERIC BIO, INC.
8 SYLVAN WAY
PARSIPPANY
NJ
07054
1
1
0
0
President
0
Common Stock
2023-07-11
4
D
0
203035
D
0
D
Restricted Stock Units
2023-07-11
4
D
0
8625
D
Common Stock
8625
0
D
Restricted Stock Units
2023-07-11
4
D
0
50000
D
Common Stock
50000
0
D
Restricted Stock Units
2023-07-11
4
D
0
37500
D
Common Stock
37500
0
D
Restricted Stock Units
2023-07-11
4
D
0
70000
D
Common Stock
70000
0
D
Restricted Stock Units
2023-07-11
4
D
0
27500
D
Common Stock
27500
0
D
Stock Option (Right to Buy)
3.16
2023-07-11
4
D
0
300000
D
2030-03-31
Common Stock
300000
0
D
Stock Option (Right to Buy)
7.50
2023-07-11
4
D
0
110000
D
2030-12-17
Common Stock
110000
0
D
Stock Option (Right to Buy)
7.17
2023-07-11
4
D
0
35000
D
2031-05-02
Common Stock
35000
0
D
Stock Option (Right to Buy)
14.83
2023-07-11
4
D
0
100000
D
2031-12-16
Common Stock
100000
0
D
Stock Option (Right to Buy)
22.57
2023-07-11
4
D
0
140000
D
2032-12-19
Common Stock
140000
0
D
On July 11, 2023, pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated April 28, 2023, by and among IVERIC bio, Inc. ("IVERIC"), Astellas US Holding, Inc., Berry Merger Sub, Inc. ("Merger Sub") and, solely as provided by Section 8.10(b) of the Merger Agreement, Astellas Pharma Inc. ("Astellas"), Merger Sub merged with and into IVERIC, with IVERIC surviving the merger and becoming an indirect wholly owned subsidiary of Astellas (the "Merger"). At the effective time of the Merger (the "Effective Time"), each share of IVERIC common stock ("Common Stock") reported in this Form 4 was automatically cancelled and was converted into the right to receive $40.00 in cash, without interest and less any applicable withholding taxes.
Each IVERIC restricted stock unit ("RSU") represented the contingent right to receive one share of Common Stock upon vesting of the RSU.
Pursuant to the Merger Agreement, at the Effective Time, each RSU reported in this Form 4 was cancelled and converted into the right to receive a cash payment (subject to any applicable tax withholding) equal to (1) $40.00, multiplied by (2) the number of shares of Common Stock subject to such RSU.
Pursuant to the Merger Agreement, at the Effective Time, each option to acquire Common Stock ("IVERIC Option") reported in this Form 4 which had a per share exercise price less than $40.00 was cancelled and converted into the right to receive a cash payment (subject to any applicable tax withholding) equal to (1) the excess of $40.00 over the exercise price per share of Common Stock underlying such IVERIC Option, multiplied by (2) the total number of shares of Common Stock subject to such IVERIC Option immediately prior to the Effective Time (without regard to vesting). Each IVERIC Option reported in this Form 4 which had a per share exercise price $40.00 or greater was cancelled with no consideration payable in respect thereof.
/s/ Todd D.C. Anderman, as Attorney-in-Fact for Pravin U. Dugel
2023-07-13