| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | LBPH | Common Stock | Disposition pursuant to a tender of shares in a change of control transaction | -$21,824,400 | -363,740 | -100% | $60 | 0 | 02 Dec 2024 | Direct | F1, F2 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | LBPH | Employee Stock Option (right to buy) | Disposed to Issuer | -255,377 | -100% | 0 | 02 Dec 2024 | Common Stock | 255,377 | $3.12 | Direct | F1, F3 | ||
| transaction | LBPH | Employee Stock Option (right to buy) | Disposed to Issuer | -192,783 | -100% | 0 | 02 Dec 2024 | Common Stock | 192,783 | $4.2 | Direct | F1, F3 | ||
| transaction | LBPH | Employee Stock Option (right to buy) | Disposed to Issuer | -325,850 | -100% | 0 | 02 Dec 2024 | Common Stock | 325,850 | $4.35 | Direct | F1, F3 | ||
| transaction | LBPH | Employee Stock Option (right to buy) | Disposed to Issuer | -332,134 | -100% | 0 | 02 Dec 2024 | Common Stock | 332,134 | $19.32 | Direct | F1, F3 | ||
| transaction | LBPH | Restricted Stock Unit | Disposed to Issuer | -22,000 | -100% | 0 | 02 Dec 2024 | Common Stock | 22,000 | Direct | F1, F4, F5 |
| Id | Content |
|---|---|
| F1 | Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of 10/14/2024, by and among Longboard Pharmaceuticals, Inc. (the "Issuer"), H. Lundbeck A/S ("Parent"), Lundbeck LLC ("Payor"), and Langkawi Corporation ("Purchaser"), on 12/02/2024, Purchaser completed a tender offer for shares of common stock of the Issuer (each, a "Share") and thereafter merged with and into the Issuer, with the Issuer continuing as the surviving corporation and an indirect wholly owned subsidiary of Parent (the "Merger"). |
| F2 | Pursuant to the terms of the Merger Agreement, the Shares were tendered at the Offer Acceptance Time (as defined in the Merger Agreement) in exchange for the right to receive $60.00 per Share, in cash, without interest, subject to any applicable withholding of taxes (the "Merger Consideration"). At the effective time of the Merger (being such date and at such time as the certificate of merger in respect of the Merger was duly filed with the Secretary of State of the State of Delaware in accordance with the DGCL) (the "Effective Time"), each issued and outstanding Share was cancelled in exchange for the Merger Consideration. |
| F3 | At the Effective Time, pursuant to the Merger Agreement, each outstanding option, to the extent unvested, was accelerated and became fully vested and exercisable. Each outstanding and unexercised vested option (after giving effect to the acceleration treatment set forth in the preceding sentence) at the Effective Time was cancelled and automatically converted into the right to receive cash, without interest, in an amount equal to the product of (i) the total number of Shares subject to such option as of immediately prior to the Effective Time multiplied by (ii) the excess of (x) $60.00 per Share over (y) the exercise price payable per Share under such option, which amount will be subject to any withholding taxes. |
| F4 | At the Effective Time, pursuant to the Merger Agreement, each restricted stock unit award granted on 10/25/2024 to certain of the Issuer's employees, including executive officers (the "Retention RSUs"), whether vested or unvested, became the right to receive an amount in cash, without interest, equal to the product of (i) the total number of Shares issuable in settlement of such Retention RSU immediately prior to the Effective Time, multiplied by (ii) the Merger Consideration, subject to any applicable withholding of taxes, payable in accordance with, and subject to satisfaction of, the remaining vesting schedule of the Retention RSUs as in effect immediately prior to the Effective Time. |
| F5 | The vesting of the Retention RSUs was not accelerated prior to the Effective Time. The Merger Consideration paid in respect of the Retention RSUs is subject to vesting (and payment upon such vesting) upon the earliest to occur of 10/25/2025 (subject to the employee's Continuous Service (as defined in the 2021 Equity Incentive Plan) through such date), or the date the executive officer incurs an "involuntary termination" (as defined in such officer's respective employment agreement with the Issuer). |
The foregoing descriptions in the footnotes to this Form 4 are qualified in their entirety by reference to the terms of the Merger Agreement. In the event of any conflict between the descriptions above and the terms set forth in the Merger Agreement, the terms set forth in the Merger Agreement shall control.