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AVXS Avexis, Inc. (delisted)

217.83
0.00 (0.00%)
22 May 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type
Avexis, Inc. (delisted) NASDAQ:AVXS NASDAQ Common Stock
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 217.83 9.50 217.96 0 01:00:00

Statement of Changes in Beneficial Ownership (4)

15/05/2018 5:39pm

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
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response...
0.5
                      
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Nagendran Sukumar
2. Issuer Name and Ticker or Trading Symbol

AveXis, Inc. [ AVXS ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Sr. VP & Chief Medical Officer
(Last)          (First)          (Middle)

C/O AVEXIS, INC., 2275 HALF DAY ROAD, SUITE 200
3. Date of Earliest Transaction (MM/DD/YYYY)

5/15/2018
(Street)

BANNOCKBURN, IL 60015
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock   5/15/2018     D (1)    3800   (2) D   (1) 0   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
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)   $18.47   5/15/2018     D   (1)       178494      (3) 9/14/2025   Common Stock   178494   $0.00   0   D    
Stock Option (Right to Buy)   $42.61   5/15/2018     D   (1)       37750      (3) 6/20/2026   Common Stock   37750   $0.00   0   D    
Stock Option (Right to Buy)   $77.24   5/15/2018     D   (1)       25200      (3) 5/10/2027   Common Stock   25200   $0.00   0   D    
Stock Option (Right to Buy)   $133.80   5/15/2018     D   (1)       15000      (3) 3/13/2028   Common Stock   15000   $0.00   0   D    
Performance Stock Units (Right to Buy)     (4) 5/15/2018     A   (4)    9906         (5) 5/15/2028   Common Stock   9906   $0.00   9906   D    
Performance Stock Units (Right to Buy)     (4) 5/15/2018     D   (1)       9906      (6) 5/15/2028   Common Stock   9906   $0.00   0   D    

Explanation of Responses:
(1)  On April 6, 2018, the Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement") with Novartis AG, a company organized under the laws of Switzerland ("Parent"), and Novartis AM Merger Corporation, a Delaware corporation and an indirect wholly-owned subsidiary of the Parent ("Purchaser"). Pursuant to the terms of the Merger Agreement and the Offer (as defined in the Merger Agreement), each share of the Issuer's common stock (the "Common Stock") held by the Reporting Person was acquired, subject to adjustment, at a purchase price of $218.00 per share (the "Offer Price") in cash.
(2)  Represents 3,800 shares underlying Restricted Stock Units (the "RSUs"). Pursuant to the Merger Agreement, each outstanding RSU was canceled in exchange for a lump sum cash payment equal to (i) the Offer Price multiplied by (ii) the number of shares of Common Stock underlying the RSU.
(3)  Pursuant to the Merger Agreement, each outstanding stock option was canceled in exchange for a lump sum cash payment equal the excess of (A) the Offer Price minus (B) the Exercise Price, multiplied by the number of shares of Common Stock underlying the option.
(4)  On March 20, 2017, the Reporting Person was awarded a performance stock unit (the "PSU") equal to 9,906 shares of Common Stock, subject to the achievement of certain regulatory and manufacturing milestones. On May 15, 2018, in connection with the closing of the transactions contemplated by the Merger Agreement, all applicable performance milestones were satisfied.
(5)  Immediately exercisable.
(6)  Pursuant to the Merger Agreement, each outstanding PSU was canceled in exchange for a lump sum cash payment equal to (i) the Offer Price multiplied by (ii) the number of shares of Common Stock subject to the PSU.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Nagendran Sukumar
C/O AVEXIS, INC.
2275 HALF DAY ROAD, SUITE 200
BANNOCKBURN, IL 60015


Sr. VP & Chief Medical Officer

Signatures
/s/Madison Jones, Attorney-in-Fact 5/15/2018
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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.

1 Year AVEXIS, INC. Chart

1 Year AVEXIS, INC. Chart

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1 Month AVEXIS, INC. Chart