David R. Brennan - Jul 21, 2021 Form 4 Insider Report for ALEXION PHARMACEUTICALS, INC. (ALXN)

Role: Director
Signature: /s/ Douglas Barry, Attorney-in-Fact for David R. Brennan.
Stock symbol: ALXN
Transactions as of: Jul 21, 2021
Transactions value $: -$1,136,260
Form type: 4
Date filed: 7/23/2021, 04:44 PM
Previous filing: May 24, 2021
Next filing: Nov 3, 2021
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	ALXN	Common Stock, par value $.0001 per share	Disposed to Issuer	$0	-20.9K	-100%	$0.00^*	0	Jul 21, 2021	Direct	F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	ALXN	Option to Purchase Common Stock	Disposed to Issuer	-$363K	-2.34K	-100%	$155.01	Jul 21, 2021	Common Stock, par value $.0001 per share	2.34K	$155.01	Direct	F2
transaction	ALXN	Option to Purchase Common Stock	Disposed to Issuer	-$455K	-2.71K	-100%	$167.97	Jul 21, 2021	Common Stock, par value $.0001 per share	2.71K	$167.97	Direct	F2
transaction	ALXN	Option to Purchase Common Stock	Disposed to Issuer	-$319K	-2.29K	-100%	$138.86	Jul 21, 2021	Common Stock, par value $.0001 per share	2.29K	$138.86	Direct	F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

David R. Brennan is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	Represents shares of Alexion common stock disposed in connection with the Agreement and Plan of Merger (the "Merger Agreement") dated as of December 12, 2020, by and among Alexion and AstraZeneca PLC. In accordance with the Merger Agreement, upon the First Effective Time (as defined in the Merger Agreement), each share of Alexion common stock was converted into the right to receive (i) 2.1423 American Depositary Shares (ADSs) of AstraZeneca PLC and (ii) $60.00 in cash (the "Merger Consideration"). Upon the First Effective Time, 3,336 restricted stock units were fully vested and cancelled and converted into the right to receive the Merger Consideration with respect to each share of Alexion common stock subject to such restricted stock units.
F2	Upon the First Effective Time, these options were cancelled and converted into the right to receive the product obtained by multiplying (A) the excess, if any, of the value of the Merger Consideration over the exercise price per share of the Alexion common stock subject to such options immediately prior to the First Effective Time by (B) the number of shares of Alexion common stock subject to such option immediately prior to the First Effective Time by (ii) the value of the Merger Consideration.

Content

Represents shares of Alexion common stock disposed in connection with the Agreement and Plan of Merger (the "Merger Agreement") dated as of December 12, 2020, by and among Alexion and AstraZeneca PLC. In accordance with the Merger Agreement, upon the First Effective Time (as defined in the Merger Agreement), each share of Alexion common stock was converted into the right to receive (i) 2.1423 American Depositary Shares (ADSs) of AstraZeneca PLC and (ii) $60.00 in cash (the "Merger Consideration"). Upon the First Effective Time, 3,336 restricted stock units were fully vested and cancelled and converted into the right to receive the Merger Consideration with respect to each share of Alexion common stock subject to such restricted stock units.

Upon the First Effective Time, these options were cancelled and converted into the right to receive the product obtained by multiplying (A) the excess, if any, of the value of the Merger Consideration over the exercise price per share of the Alexion common stock subject to such options immediately prior to the First Effective Time by (B) the number of shares of Alexion common stock subject to such option immediately prior to the First Effective Time by (ii) the value of the Merger Consideration.