Vincent Aurentz - 02 Dec 2024 Form 4 Insider Report for Longboard Pharmaceuticals, Inc.

Role: Director
Signature: /s/ Andrew J. Cronauer, Attorney-in-Fact
Issuer symbol: N/A
Transactions as of: 02 Dec 2024
Net transactions value: $0
Form type: 4
Filing time: 02 Dec 2024, 19:22:42 UTC
Previous filing: 24 May 2024
Next filing: 02 Jul 2025
SEC: View on sec.gov

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

Type	Sym	Class	Transaction	Shares	Change %	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	LBPH	Employee Stock Option (right to buy)	Disposed to Issuer	-12,367	-100%	02 Dec 2024	Common Stock	12,367	$9.10	Direct	F1, F2
transaction	LBPH	Employee Stock Option (right to buy)	Disposed to Issuer	-7,214	-100%	02 Dec 2024	Common Stock	7,214	$9.10	Direct	F1, F2
transaction	LBPH	Employee Stock Option (right to buy)	Disposed to Issuer	-12,367	-100%	02 Dec 2024	Common Stock	12,367	$4.40	Direct	F1, F2
transaction	LBPH	Employee Stock Option (right to buy)	Disposed to Issuer	-12,500	-100%	02 Dec 2024	Common Stock	12,500	$7.06	Direct	F1, F2
transaction	LBPH	Employee Stock Option (right to buy)	Disposed to Issuer	-22,500	-100%	02 Dec 2024	Common Stock	22,500	$18.94	Direct	F1, F2

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

Explanation of Responses:

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	On 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"), 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.

Content

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").

On 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"), 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.

Remarks:

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.