0000899243-20-027414.txt : 20201005
0000899243-20-027414.hdr.sgml : 20201005
20201005203126
ACCESSION NUMBER: 0000899243-20-027414
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20201001
FILED AS OF DATE: 20201005
DATE AS OF CHANGE: 20201005
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Grenfell-Gardner Jason
CENTRAL INDEX KEY: 0001555152
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36540
FILM NUMBER: 201225266
MAIL ADDRESS:
STREET 1: 105 LINCOLN AVENUE
CITY: BUENA
STATE: NJ
ZIP: 08310
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Pfenex Inc.
CENTRAL INDEX KEY: 0001478121
STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834]
IRS NUMBER: 271356759
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 10790 ROSELLE STREET
CITY: SAN DIEGO
STATE: CA
ZIP: 92121
BUSINESS PHONE: 858-352-4400
MAIL ADDRESS:
STREET 1: 10790 ROSELLE STREET
CITY: SAN DIEGO
STATE: CA
ZIP: 92121
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2020-10-01
1
0001478121
Pfenex Inc.
PFNX
0001555152
Grenfell-Gardner Jason
C/O PFENEX INC., 10790 ROSELLE STREET
SAN DIEGO
CA
92121
1
0
0
0
Common Stock
2020-10-01
4
U
0
10000
D
0
D
Stock Option (right to buy)
4.92
2020-10-01
4
U
0
25000
D
2018-05-09
2027-05-05
Common Stock
25000
0
D
Stock Option (right to buy)
6.33
2020-10-01
4
U
0
18000
D
2019-05-09
2028-05-09
Common Stock
18000
0
D
Stock Option (right to buy)
5.78
2020-10-01
4
U
0
18000
D
2020-05-08
2029-05-09
Common Stock
18000
0
D
Stock Option (right to buy)
6.43
2020-10-01
4
U
0
18000
D
2030-05-08
Common Stock
18000
0
D
Upon the terms and subject to the conditions set forth in the Agreement and Plan of Merger, dated August 10, 2020 (the "Merger Agreement"), by and among Ligand Pharmaceutical Incorporated, a Delaware corporation, Pelican Acquisition Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent, and the Issuer, each issued and outstanding share of Issuer common stock (other than (A) Cancelled Shares, (B) Accepted Company Shares, and (C) Dissenting Company Shares (each as defined in the Merger Agreement)) was automatically converted into the right to receive (i) $12.00 per share, net to the holder thereof, subject to reduction for any applicable withholding Taxes (as defined in the Merger Agreement) payable in respect thereof, in cash (the "Cash Portion"), and (ii) a non-transferrable contractual contingent value right per share (a "CVR"), pursuant to the Contingent Value Rights Agreement, dated as of September 30, 2020 (as it may be amended from time to time,
(Continued from Footnote 1) the "CVR Agreement"), to receive a contingent payment of $2.00 in cash upon the achievement of a specified milestone as set forth in the CVR Agreement (the "CVR Portion"), effective immediately prior to the Effective Time (as defined in the Merger Agreement).
Upon the terms and subject to the conditions set forth in the Merger Agreement, each option with an exercise price equal to or less than the Cash Portion that remains outstanding as of immediately prior to the Effective Time, whether vested or unvested, will be cancelled and converted into a right to receive, with respect to each share of Issuer Common stock subject to such option, an amount in cash, without interest, equal to the excess, if any, of (i) the Cash Portion over the per share exercise price of such option, plus (ii) the CVR Portion (the "Option Consideration"). All Option Consideration will be paid without interest and less any applicable tax withholdings.
One hundred percent (100%) of the shares subject to the option shall vest and become exercisable on the date of the next annual meeting of the Issuer's stockholders (the "Annual Meeting") held after May 8, 2020, subject to the reporting person's continuing service through the date of the Annual Meeting. Notwithstanding the foregoing, one hundred percent (100%) of the shares subject to the option shall vest and become exercisable as of immediately prior to a Change in Control (as such term is defined in the Issuer's 2014 Equity Incentive Plan).
/s/ Marilyn Bock as Attorney-in-Fact
2020-10-05