Form Type: 4

SEC EDGAR Link
Accession Number:0000899866-21-000070
Date:2021-07-21
Issuer: ALEXION PHARMACEUTICALS, INC. (ALXN)
Original Submission Date:

Reporting Person:

BRENNAN DAVID R
C/O ALEXION PHARMACEUTICALS, INC
121 SEAPORT BOULEVARD BOSTON, MA 02210

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
COMMON STOCK, PAR VALUE $.0001 PER SHARE 2021-07-21 D 20,873 d $0.00 0 direct
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
OPTION TO PURCHASE COMMON STOCK 155.01 2021-07-21 deemed execution date D 2,343 (d) 2016-05-06 2025-05-06 common stock, par value $.0001 per share 2,343 $155.01 0 direct
OPTION TO PURCHASE COMMON STOCK 167.97 2021-07-21 deemed execution date D 2,706 (d) 2015-07-22 2024-07-22 common stock, par value $.0001 per share 2,706 $167.97 0 direct
OPTION TO PURCHASE COMMON STOCK 138.86 2021-07-21 deemed execution date D 2,294 (d) 2017-05-11 2026-05-11 common stock, par value $.0001 per share 2,294 $138.86 0 direct
Footnotes
IDfootnote
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.
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