0000899243-20-027428.txt : 20201005 0000899243-20-027428.hdr.sgml : 20201005 20201005203806 ACCESSION NUMBER: 0000899243-20-027428 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: Lucy Patrick K. CENTRAL INDEX KEY: 0001612843 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36540 FILM NUMBER: 201225295 MAIL ADDRESS: STREET 1: C/O PFENEX INC. STREET 2: 10790 ROSELLE STREET CITY: SAN DIEGO STATE: CA ZIP: 92121 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 0001612843 Lucy Patrick K. C/O PFENEX INC., 10790 ROSELLE STREET SAN DIEGO CA 92121 0 1 0 0 Chief Business Officer Common Stock 2020-10-01 4 U 0 90246 D 0 D Stock Option (right to buy) 6.90 2020-10-01 4 U 0 41000 D 2025-02-02 Common Stock 41000 0 D Stock Option (right to buy) 9.19 2020-10-01 4 U 0 41970 D 2026-02-01 Common Stock 41970 0 D Stock Option (right to buy) 7.47 2020-10-01 4 U 0 11238 D 2027-03-01 Common Stock 11238 0 D Stock Option (right to buy) 7.47 2020-10-01 4 U 0 85000 D 2027-03-01 Common Stock 85000 0 D Stock Option (right to buy) 3.38 2020-10-01 4 U 0 60486 D 2028-02-01 Common Stock 60486 0 D Stock Option (right to buy) 3.90 2020-10-01 4 U 0 59000 D 2029-02-01 Common Stock 59000 0 D Stock Option (right to buy) 10.89 2020-10-01 4 U 0 47500 D 2030-02-03 Common Stock 47500 0 D Stock Option (right to buy) 11.59 2020-10-01 4 U 0 26671 D 2024-06-17 Common Stock 26671 0 D (1) 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, (continued from Footnote 1) dated as of September 30, 2020 (as it may be amended from time to time, 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). Twenty five percent (25%) of the shares subject to the option shall vest and become exercisable on the one year anniversary of the Vesting Commencement Date and one forty-eighth (1/48th) of the total number of shares subject to the Option shall vest every month thereafter such that all shares shall be fully vested on the four (4) year anniversary of the Vesting Commencement Date. "Vesting Commencement Date" shall mean February 2, 2015. 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. Twenty five percent (25%) of the shares subject to the option shall vest and become exercisable on the one year anniversary of the Vesting Commencement Date and one forty-eighth (1/48th) of the total number of shares subject to the Option shall vest every month thereafter such that all shares shall be fully vested on the four (4) year anniversary of the Vesting Commencement Date. "Vesting Commencement Date" shall mean February 1, 2016. One twenty-fourth (1/24th) of the shares subject to the option shall vest every month after the date of grant such that all shares shall be fully vested on the two (2) year anniversary of the Vesting Commencement Date. "Vesting Commencement Date" shall mean March 1, 2017. Twenty five percent (25%) of the shares subject to the option shall vest and become exercisable on the one year anniversary of the Vesting Commencement Date and one forty-eighth (1/48th) of the total number of shares subject to the Option shall vest every month thereafter such that all shares shall be fully vested on the four (4) year anniversary of the Vesting Commencement Date, subject to the reporting person continuing to be a Service Provider (as such term is defined in the Issuer's 2014 Equity Incentive Plan) through each such date. "Vesting Commencement Date" shall mean March 1, 2017. Twenty five percent (25%) of the shares subject to the option shall vest and become exercisable on the one year anniversary of the Vesting Commencement Date and one forty-eighth (1/48th) of the total number of shares subject to the Option shall vest every month thereafter such that all shares shall be fully vested on the four (4) year anniversary of the Vesting Commencement Date, subject to the reporting person continuing to be a Service Provider (as such term is defined in the Issuer's 2014 Equity Incentive Plan) through each such date. "Vesting Commencement Date" shall mean February 1, 2018. Twenty five percent (25%) of the shares subject to the Option shall vest and become exercisable on the one year anniversary of the Vesting Commencement Date and one forty-eighth (1/48th) of the total number of shares subject to the Option shall vest every month thereafter such that all shares shall be fully vested on the four (4) year anniversary of the Vesting Commencement Date, subject to the reporting person continuing to be a Service Provider (as such term is defined in the Issuer's 2014 Equity Incentive Plan) through each such date. "Vesting Commencement Date" shall mean February 1, 2019. Twenty five percent (25%) of the shares subject to the Option shall vest and become exercisable on the one year anniversary of the Vesting Commencement Date and one forty-eighth (1/48th) of the total number of shares subject to the Option shall vest every month thereafter such that all shares shall be fully vested on the four (4) year anniversary of the Vesting Commencement Date, subject to the reporting person continuing to be a Service Provider (as such term is defined in the Issuer's 2014 Equity Incentive Plan) through each such date. "Vesting Commencement Date" shall mean February 1, 2020. Subject to the reporting person's continuing service, one forty-eighth (1/48th) of the shares subject to the option shall vest and become exercisable each month on the same day as the vesting commencement date, such that the shares subject to the option shall become fully vested and exercisable on the fourth (4th) anniversary of the vesting commencement date. The vesting commencement date for this option is June 1, 2014. /s/ Marilyn Bock, as Attorney-in-Fact 2020-10-05