|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
|
| |||||||||||||||||||||||||||||
|
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Stock Option | (3) | 12/12/2018 | D | 140,000 | (3) | (3) | Common Stock | 140,000 | (3) | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
GILMAN STEVEN C C/O KERYX BIOPHARMACEUTICALS, INC. ONE MARINA PARK DRIVE, 12TH FLOOR BOSTON, MA 02210 |
X |
/s/ Daniel Kajunski, Attorney-in-Fact | 12/13/2018 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | Disposed of pursuant to the Agreement and Plan of Merger, dated June 28, 2018, by and between Keryx Biopharmaceuticals, Inc. ("Keryx"), Akebia Therapeutics, Inc. ("Akebia") and Alpha Therapeutics Merger Sub Inc., as amended on October 1, 2018 (the "Merger Agreement"), whereby each share of common stock of Keryx was canceled and automatically converted into 0.37433 shares of common stock of Akebia (the "Exchange Ratio"), with fractional shares being paid in cash as provided in the Merger Agreement. |
(2) | (Continued from footnote 1) The market value of each share of Akebia common stock received pursuant to the Merger Agreement is $8.94, based on the closing trading price of Akebia common stock on December 12, 2018. Includes 19,999 shares of restricted stock, the vesting of which was accelerated as a result of the Merger, and each share of restricted stock was cancelled and converted into the right to receive 0.37433 shares of Akebia common stock, with fractional shares being paid in cash. The market value of each share of Akebia common stock received is $8.94, based on the closing trading price of Akebia common stock on December 12, 2018. |
(3) | Pursuant to the terms of the Merger Agreement, this stock option was cancelled and converted into an option to acquire Akebia common stock, with the number of shares and exercise price adjusted for the Exchange Ratio in accordance with the terms of the Merger Agreement. |