0001209191-19-053940.txt : 20191024 0001209191-19-053940.hdr.sgml : 20191024 20191024192623 ACCESSION NUMBER: 0001209191-19-053940 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20191022 FILED AS OF DATE: 20191024 DATE AS OF CHANGE: 20191024 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Dac Nadia CENTRAL INDEX KEY: 0001773151 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36431 FILM NUMBER: 191167098 MAIL ADDRESS: STREET 1: 11804 NORTH CREEK PARKWAY SOUTH CITY: BOTHELL STATE: WA ZIP: 98101 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ALDER BIOPHARMACEUTICALS INC CENTRAL INDEX KEY: 0001423824 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 900134860 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 11804 NORTH CREEK PARKWAY SOUTH CITY: BOTHELL STATE: WA ZIP: 98011 BUSINESS PHONE: 425-205-2900 MAIL ADDRESS: STREET 1: 11804 NORTH CREEK PARKWAY SOUTH CITY: BOTHELL STATE: WA ZIP: 98011 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2019-10-22 1 0001423824 ALDER BIOPHARMACEUTICALS INC ALDR 0001773151 Dac Nadia 11804 NORTH CREEK PARKWAY SOUTH BOTHELL WA 98011 0 1 0 0 Chief Commercial Officer Stock Option (Right to Buy) 13.90 2019-10-22 4 D 0 250000 0.00 D 2029-04-07 Common Stock 250000 0 D On September 16, 2019, the Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement") with H. Lundbeck A/S ("Lundbeck"), Lundbeck LLC and Violet Acquisition Corp., a wholly owned subsidiary of Lundbeck ("Purchaser"). On October 22, 2019 (the "Effective Time"), Purchaser merged with and into the Issuer pursuant to Section 251(h) of the General Corporation Law of the State of Delaware, with the Issuer being the surviving corporation and becoming a wholly-owned subsidiary of Lundbeck. The shares subject to this option shall vest at a rate of twenty-five percent of the total number of shares on the one-year anniversary of April 8, 2019 (the "Vesting Commencement Date") and 1/48th of the total number of shares each monthly anniversary of the Vesting Commencement Date thereafter for so long as the Reporting Person provides continuous service to the Issuer, such that the total number of shares shall be fully vested on the four-year anniversary of the Vesting Commencement Date. The shares subject to this option, whether or not vested, were cancelled and converted into the right to receive both (i) a cash payment equal to (A) the excess, if any of (x) $18.00 over (y) the Exercise Price per share listed in Column 2 of Table II of this Form 4, multiplied by (B) the total number of shares listed in Column 5 of Table II of this Form 4, and (ii) one non-transferable contingent value right for each share subject to this option, which represents the contractual right to receive up to an additional $2.00 per share upon achievement of a milestone. /s/ Alan Hambelton, Attorney-in-Fact 2019-10-24