0000899243-21-011498.txt : 20210315 0000899243-21-011498.hdr.sgml : 20210315 20210315091605 ACCESSION NUMBER: 0000899243-21-011498 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210315 FILED AS OF DATE: 20210315 DATE AS OF CHANGE: 20210315 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Kastenmayer James Paul CENTRAL INDEX KEY: 0001798800 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39067 FILM NUMBER: 21740031 MAIL ADDRESS: STREET 1: ONE MEDIMMUNE WAY STREET 2: FLOOR ONE, AREA TWO CITY: GAITHERSBURG STATE: MD ZIP: 20879 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Viela Bio, Inc. CENTRAL INDEX KEY: 0001734517 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1 MEDIMMUNE WAY CITY: GAITHERSBURG STATE: MD ZIP: 20878 BUSINESS PHONE: 240-558-0038 MAIL ADDRESS: STREET 1: 1 MEDIMMUNE WAY CITY: GAITHERSBURG STATE: MD ZIP: 20878 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2021-03-15 1 0001734517 Viela Bio, Inc. VIE 0001798800 Kastenmayer James Paul C/O VIELA BIO, INC., ONE MEDIMMUNE WAY, FIRST FLOOR, AREA TWO GAITHERSBURG MD 20878 0 1 0 0 General Counsel Stock Option (right to buy) 37.55 2021-03-15 4 D 0 50000 D 2030-01-13 Common Stock 50000 0 D Reflects disposition of options to purchase Issuer common stock in connection with the consummation of the transactions contemplated by the Agreement and Plan of Merger, dated January 31, 2021 (the "Merger Agreement"), by and among the Issuer, Horizon Therapeutics USA, Inc., Teiripic Merger Sub, Inc. ("Purchaser"), and for certain purposes, Horizon Therapeutics plc ("Ultimate Parent"), including the completion on March 13, 2021 of a tender offer to purchase all of the outstanding shares of Issuer common stock at a price of $53.00 per share in cash, without interest, less any required withholding taxes (the "Offer Price"), and the consummation of the merger (the "Merger") between the Issuer and Purchaser on on March 15, 2021. Pursuant to the Merger Agreement, as of the effective time of the Merger (the "Effective Time"), each outstanding share of Issuer common stock was cancelled in exchange for the right to receive an amount equal to the Offer Price. Pursuant to the Merger Agreement, at the Effective Time, each of the outstanding options that was otherwise eligible to vest in accordance with its terms on or before June 1, 2021, subject solely to the continued services of the holder of such option with the Issuer through such date, was accelerated and became fully vested, and each of such outstanding options was canceled and converted into the right to receive a cash amount (without interest) equal to the product of (i) the number of shares subject to such option, multiplied by (ii) the excess of (x) $53.00 over (y) the exercise price payable per share under such option. Pursuant to the Merger Agreement, at the Effective Time, each of the unvested and outstanding options that was not otherwise eligible to vest in accordance with its terms on or before June 1, 2021, subject solely to the continued services of the holder of such option with the Issuer through such date, was converted into into an option to purchase Ultimate Parent ordinary shares, subject to substantially the same vesting terms and conditions as were applicable to such option immediately prior to the Effective Time, with respect to the number of Ultimate Parent ordinary shares determined by multiplying (i) the number of shares subject to such option immediately prior to the Effective Time and (ii) an exchange ratio equal to 0.6047. /s/ Nishant Dharia, Attorney-in-fact 2021-03-15