Statement of Changes in Beneficial Ownership (4)
November 17 2020 - 3:45PM
Edgar (US Regulatory)
FORM 4
[X]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
SULAT JAMES R |
2. Issuer Name and Ticker or Trading Symbol
AMAG PHARMACEUTICALS, INC.
[
AMAG
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O AMAG PHARMACEUTICALS, INC.,, 1100 WINTER STREET |
3. Date of Earliest Transaction
(MM/DD/YYYY)
11/16/2020 |
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(Street)
WALTHAM, MA 02451
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Stock | 11/16/2020 | | D(1) | | 35090 (2) | D | (1)(2) | 0 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 7. Title and Amount of Securities Underlying Derivative Security
(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 (Right to Buy) | (3) | 11/16/2020 | | D | | | 6000 | (3) | (3) | Common Stock | 6000 | (3) | 0 | D | |
| Stock Option (Right to Buy) | (3) | 11/16/2020 | | D | | | 317 | (3) | (3) | Common Stock | 317 | (3) | 0 | D | |
| Stock Option (Right to Buy) | (3) | 11/16/2020 | | D | | | 3800 | (3) | (3) | Common Stock | 3800 | (3) | 0 | D | |
| Stock Option (Right to Buy) | (3) | 11/16/2020 | | D | | | 3575 | (3) | (3) | Common Stock | 3575 | (3) | 0 | D | |
| Stock Option (Right to Buy) | (3) | 11/16/2020 | | D | | | 12787 | (3) | (3) | Common Stock | 12787 | (3) | 0 | D | |
| Stock Option (Right to Buy) | (3) | 11/16/2020 | | D | | | 10110 | (3) | (3) | Common Stock | 10110 | (3) | 0 | D | |
| Stock Option (Right to Buy) | (3) | 11/16/2020 | | D | | | 7543 | (3) | (3) | Common Stock | 7543 | (3) | 0 | D | |
| Stock Option (Right to Buy) | (3) | 11/16/2020 | | D | | | 17326 | (3) | (3) | Common Stock | 17326 | (3) | 0 | D | |
| Stock Option (Right to Buy) | (3) | 11/16/2020 | | D | | | 21289 | (3) | (3) | Common Stock | 21289 | (3) | 0 | D | |
| Explanation of Responses: |
| (1) | This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of October 1, 2020, by and among the Issuer, Covis Group S.a.r.l. ("Parent"), and Covis Mergerco Inc., a direct wholly owned subsidiary of Parent ("Merger Sub"), and (in respect of specific matters) Covis Finco S.a r.l., pursuant to which Merger Sub merged with and into the Issuer (the "Merger") effective as of November 16, 2020 (the "Effective Time"). Immediately prior to the Effective Time, each issued and outstanding share of common stock of the Issuer (each, a "Share") was cancelled and converted into the right to receive $13.75 in cash (the "Merger Consideration") without interest and subject to applicable withholding taxes. |
| (2) | A portion of this amount consists of unvested restricted stock units ("RSUs"). Each Company RSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, was cancelled and automatically converted into the right to receive for each Share underlying such RSU, without interest and subject to deduction for any required withholding taxes, an amount in cash from Parent or the Issuer equal to the Merger Consideration. |
| (3) | Immediately prior to the Effective Time, each Company option that was outstanding (whether vested or unvested) and then exercisable for a per share exercise price less than the Merger Consideration that would be payable in respect of the Shares underlying such Company option (any such Company option, an "In-the-Money Cash Out Option") was cancelled and automatically converted into the right to receive for each Share underlying such Company option, without interest and subject to deduction for any required withholding under applicable tax law, an amount in cash from Parent or the Issuer equal to the excess of the Merger Consideration over the per share exercise price of such Company option. All Company options that were not In-the-Money Cash Out Options were cancelled at the Effective Time without payment of any consideration. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
SULAT JAMES R
C/O AMAG PHARMACEUTICALS, INC.,
1100 WINTER STREET
WALTHAM, MA 02451 | X |
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Signatures
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| /s/ Carolyn Rucci, attorney-in-fact | | 11/17/2020 |
| **Signature of Reporting Person | Date |
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