Reported relationships
Latest disclosed role at each company.
| Company | Last reported as | Report date | Published |
|---|---|---|---|
| BIOGEN INC.BIIB · Entity 1675 | Director | June 15, 2022 | June 17, 2022 |
| IRONWOOD PHARMACEUTICALS INCIRWD · Entity 5213 | Director | September 15, 2026 | September 17, 2026 |
| Regulus Therapeutics Inc.RGLS · Entity 78034 | 10% owner | December 24, 2019 | January 04, 2020 |
| SEELOS THERAPEUTICS, INC.APRI · Entity 93662 | 10% owner | March 21, 2018 | March 23, 2018 |
| Sarissa Capital Acquisition Corp.SRSA · Entity 145567 | 10% owner | October 30, 2020 | November 03, 2020 |
Disclosed balances
About these balances
Latest available filing per company, not a reconstructed current portfolio. Matching sequences show the last reported balance with all source rows expandable; grouping alone does not establish account ownership. Do not add unresolved positions together. Filings may omit unchanged positions, and amendments may correct only part of an older disclosure. Jointly reported shares are not necessarily this owner's personal holdings.
BIOGEN INC.
Report date June 15, 2022 · Filed June 17, 2022
| Security / award | Ownership account | Disclosed shares / units | Disclosure context |
|---|---|---|---|
| Common StockSEC Table I · non-derivative | Direct | 15,099 |
Reported balance
After 2022-06-15 transaction · row 1
1 source rowRow 1 · 2022-06-15 · Grant · Acquired 1,370 · Balance 15,099 |
| Common StockSEC Table I · non-derivative | IndirectSee Footnotes | 643,000 |
Reported balance
Holding disclosure · report date 2022-06-15 · row 2
Holding and transaction disclosures are not merged.
1 source rowRow 2 · Balance 643,000 F1: Dr. Denner disclaims beneficial ownership of the shares being reported on this Form 4 except to the extent of his pecuniary interest therein. F2: Sarissa Capital Management LP ("Sarissa Capital") is the investment advisor to certain investment funds, including the funds that directly beneficially own the securities reported herein (the "Sarissa Funds"). Alexander Denner is the Chief Investment Officer of Sarissa Capital and controls the ultimate general partner of the Sarissa Funds. By virtue of the foregoing, Dr. Denner may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 of the Securities Exchange Act of 1934, as amended) the shares that the Sarissa Funds directly beneficially own. |
Filing footnotes · ownership attribution and instrument terms
F1: Dr. Denner disclaims beneficial ownership of the shares being reported on this Form 4 except to the extent of his pecuniary interest therein.
F2: Sarissa Capital Management LP ("Sarissa Capital") is the investment advisor to certain investment funds, including the funds that directly beneficially own the securities reported herein (the "Sarissa Funds"). Alexander Denner is the Chief Investment Officer of Sarissa Capital and controls the ultimate general partner of the Sarissa Funds. By virtue of the foregoing, Dr. Denner may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 of the Securities Exchange Act of 1934, as amended) the shares that the Sarissa Funds directly beneficially own.
IRONWOOD PHARMACEUTICALS INC
Report date September 15, 2026 · Filed September 17, 2026
| Security / award | Ownership account | Disclosed shares / units | Disclosure context |
|---|---|---|---|
| Class A Common StockSEC Table I · non-derivative | Direct | 327,549 |
Reported balance
After 2026-09-15 transaction · row 1
1 source rowRow 1 · 2026-09-15 · Grant · Acquired 3,694 · Balance 327,549 F1: Issued pursuant to the Second Amended and Restated Non-employee Director Compensation Policy, effective January 1, 2024. |
Filing footnotes · ownership attribution and instrument terms
F1: Issued pursuant to the Second Amended and Restated Non-employee Director Compensation Policy, effective January 1, 2024.
Regulus Therapeutics Inc.
Report date December 24, 2019 · Filed January 04, 2020
Jointly reported with Sarissa Capital Management LP, Sarissa Capital Offshore Master Fund LP, Sarissa Capital Catapult Fund LLC, Sarissa Capital Hawkeye Fund LP
| Security / award | Ownership account | Disclosed shares / units | Disclosure context |
|---|---|---|---|
| Class A-2 Convertible Preferred StockSEC Table II · derivative / convertible security · Conversion / exercise price $0.67 | IndirectSee Footnotes | 423,162 |
Reported balance
After 2019-12-24 transaction · row 1
Instrument identity requires review; Table II rows are not merged.
1 source rowRow 1 · 2019-12-24 · Purchase · Acquired 423,162 · Balance 423,162 F1: See Exhibit 99.1. F2: See Exhibit 99.1. F3: See Exhibit 99.1. |
| Warrants to Purchase Common StockSEC Table II · derivative / convertible security · Conversion / exercise price $6.66 · Expires 2024-12-24 | IndirectSee Footnotes | 6,083,471 |
Reported balance
After 2019-12-24 transaction · row 2
Instrument identity requires review; Table II rows are not merged.
1 source rowRow 2 · 2019-12-24 · Purchase · Acquired 4,231,620 · Balance 6,083,471 F1: See Exhibit 99.1. F2: See Exhibit 99.1. F3: See Exhibit 99.1. |
Filing footnotes · ownership attribution and instrument terms
F1: See Exhibit 99.1.
F2: See Exhibit 99.1.
F3: See Exhibit 99.1.
SEELOS THERAPEUTICS, INC.
Report date March 21, 2018 · Filed March 23, 2018
Jointly reported with Sarissa Capital Management LP, Sarissa Capital Offshore Master Fund LP
| Security / award | Ownership account | Disclosed shares / units | Disclosure context |
|---|---|---|---|
| Warrants to Purchase Common StockSEC Table II · derivative / convertible security · Conversion / exercise price $0.71 · Expires 2023-01-12 | IndirectSee Footnote | 0 |
Reported balance
After 2018-03-21 transaction · row 1
Instrument identity requires review; Table II rows are not merged.
1 source rowRow 1 · 2018-03-21 · Other · Disposed 653,409 · Balance 0 F1: See Exhibit 99.1; Note 1. F2: See Exhibit 99.1; Note 2. F3: See Exhibit 99.1; Note 3. |
| Warrants to Purchase Common StockSEC Table II · derivative / convertible security · Conversion / exercise price $0.71 · Expires 2023-01-12 | IndirectSee Footnote | 653,409 |
Reported balance
After 2018-03-21 transaction · row 2
Instrument identity requires review; Table II rows are not merged.
1 source rowRow 2 · 2018-03-21 · Other · Acquired 653,409 · Balance 653,409 F1: See Exhibit 99.1; Note 1. F2: See Exhibit 99.1; Note 2. F3: See Exhibit 99.1; Note 3. |
Filing footnotes · ownership attribution and instrument terms
F1: See Exhibit 99.1; Note 1.
F2: See Exhibit 99.1; Note 2.
F3: See Exhibit 99.1; Note 3.
Sarissa Capital Acquisition Corp.
Report date October 30, 2020 · Filed November 03, 2020
Jointly reported with Sarissa Capital Acquisition Sponsor LLC, Sarissa Capital Management LP, Sarissa Capital Management GP LLC
| Security / award | Ownership account | Disclosed shares / units | Disclosure context |
|---|---|---|---|
| Class B ordinary sharesSEC Table II · derivative / convertible security | Direct | 5,000,000 |
Reported balance
After 2020-10-30 transaction · row 1
Instrument identity requires review; Table II rows are not merged.
1 source rowRow 1 · 2020-10-30 · Other · Disposed 31,250 · Balance 5,000,000 F1: As described in the issuer's registration statement on Form S-1 (File No. 333-249171) under the heading "Description of Securities - Founder Shares," Class B ordinary shares of the issuer, par value $0.0001 per share ("Class B Shares"), will automatically convert into Class A ordinary shares of the issuer, par value $0.0001 per share ("Class A Shares"), at the time of the issuer's initial business combination, on a one-for-one basis, subject to certain adjustment, and have no expiration date. F2: Forfeiture to the issuer for no consideration because the underwriter for the issuer's initial public offering did not fully exercise the over-allotment option. F3: Sarissa Capital Management LP (the "Managing Member") is the managing member of Sarissa Capital Acquisition Sponsor LLC, the reporting person (the "Sponsor"), and as such, has voting and investment discretion with respect to the ordinary shares held of record by the Sponsor and may be deemed to have shared beneficial ownership of the ordinary shares held directly by the Sponsor. The general partner of the Managing Member is Sarissa Capital Management GP LLC, and the managing member of Sarissa Capital Management GP LLC is Alexander Denner. Alexander Denner also serves as the Chairman and Chief Executive Officer of the issuer. Both Sarissa Capital Management GP LLC and Alexander Denner may be deemed to have shared beneficial ownership of the ordinary shares held directly by the Sponsor. F4: (continued from footnote 3) Each of the issuer's officers and directors may hold a direct or indirect interest in the Sponsor. Each such person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly. |
Filing footnotes · ownership attribution and instrument terms
F1: As described in the issuer's registration statement on Form S-1 (File No. 333-249171) under the heading "Description of Securities - Founder Shares," Class B ordinary shares of the issuer, par value $0.0001 per share ("Class B Shares"), will automatically convert into Class A ordinary shares of the issuer, par value $0.0001 per share ("Class A Shares"), at the time of the issuer's initial business combination, on a one-for-one basis, subject to certain adjustment, and have no expiration date.
F2: Forfeiture to the issuer for no consideration because the underwriter for the issuer's initial public offering did not fully exercise the over-allotment option.
F3: Sarissa Capital Management LP (the "Managing Member") is the managing member of Sarissa Capital Acquisition Sponsor LLC, the reporting person (the "Sponsor"), and as such, has voting and investment discretion with respect to the ordinary shares held of record by the Sponsor and may be deemed to have shared beneficial ownership of the ordinary shares held directly by the Sponsor. The general partner of the Managing Member is Sarissa Capital Management GP LLC, and the managing member of Sarissa Capital Management GP LLC is Alexander Denner. Alexander Denner also serves as the Chairman and Chief Executive Officer of the issuer. Both Sarissa Capital Management GP LLC and Alexander Denner may be deemed to have shared beneficial ownership of the ordinary shares held directly by the Sponsor.
F4: (continued from footnote 3) Each of the issuer's officers and directors may hold a direct or indirect interest in the Sponsor. Each such person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly.
Past disclosures · reporting ended (5)
No longer tracked through insider filings. These historical balances do not imply present ownership or a zero position.
ARIAD PHARMACEUTICALS INC
Report date February 16, 2017 · Filed February 16, 2017
Section 16 reporting ended · disclosed 2017-02-16. Current position is not established by this disclosure.
| Security / award | Ownership account | Disclosed shares / units | Disclosure context |
|---|---|---|---|
| Common StockSEC Table I · non-derivative | Direct | 0 |
Reported balance
After 2017-02-16 transaction · row 1
1 source rowRow 1 · 2017-02-16 · Disposition to issuer · Disposed 53,173 · Balance 0 F1: Pursuant to the Agreement and Plan of Merger, dated as of January 8, 2017 (the "Merger Agreement"), between the Company, Takeda Pharmaceutical Company Limited ("Takeda") and Kiku Merger Co., Inc. ("Purchaser"), on February 16, 2017, Merger Sub was merged with and into the Company, with the Company continuing as the surviving corporation and a wholly owned subsidiary of Parent (the "Merger"). Pursuant to the Merger Agreement, at the effective time of the Merger, each share of common stock, par value $0.001 per share, of the Company (each, a "Share") was converted into the right to receive $24.00 in cash. F2: The number of Shares reported includes 5,508 unvested restricted Shares subject to a lapsing right of repurchase by the Company (each, a "Restricted Share") and 12,500 Shares underlying unvested restricted stock units (each, an "RSU"). By virtue of the Merger and without any required action on the part of the holder thereof, all vesting conditions and restrictions applicable to each Restricted Share lapsed and each Restricted Share was converted automatically into the right to receive $24.00 in cash. In addition, pursuant to the Merger Agreement, each RSU outstanding immediately prior to the consummation of the Merger automatically and without any required action on the part of its holder became fully vested and was converted immediately prior to, and contingent upon, the consummation of the Merger into a vested right to receive a lump-sum cash payment in an amount equal to $24.00 for each Share underlying the RSU, less any required withholding taxes. |
| Common StockSEC Table I · non-derivative | IndirectSarissa Capital Domestic Fund LP | 0 |
Reported balance
After 2017-02-16 transaction · row 2
Account identity is unresolved; indirect or unspecified ownership is not merged.
1 source rowRow 2 · 2017-02-16 · Disposition to issuer · Disposed 7,798,665 · Balance 0 F1: Pursuant to the Agreement and Plan of Merger, dated as of January 8, 2017 (the "Merger Agreement"), between the Company, Takeda Pharmaceutical Company Limited ("Takeda") and Kiku Merger Co., Inc. ("Purchaser"), on February 16, 2017, Merger Sub was merged with and into the Company, with the Company continuing as the surviving corporation and a wholly owned subsidiary of Parent (the "Merger"). Pursuant to the Merger Agreement, at the effective time of the Merger, each share of common stock, par value $0.001 per share, of the Company (each, a "Share") was converted into the right to receive $24.00 in cash. F3: The reporting person is the Chief Investment Officer of Sarissa Capital Management LP, investment manager of this fund. As such, the reporting person may be deemed to beneficially own the securities owned by this fund. The reporting person disclaims any beneficial ownership of these securities, except to the extent of his pecuniary interest therein. |
| Common StockSEC Table I · non-derivative | IndirectSarissa Capital Offshore Master Fund LP | 0 |
Reported balance
After 2017-02-16 transaction · row 3
Account identity is unresolved; indirect or unspecified ownership is not merged.
1 source rowRow 3 · 2017-02-16 · Disposition to issuer · Disposed 5,051,335 · Balance 0 F1: Pursuant to the Agreement and Plan of Merger, dated as of January 8, 2017 (the "Merger Agreement"), between the Company, Takeda Pharmaceutical Company Limited ("Takeda") and Kiku Merger Co., Inc. ("Purchaser"), on February 16, 2017, Merger Sub was merged with and into the Company, with the Company continuing as the surviving corporation and a wholly owned subsidiary of Parent (the "Merger"). Pursuant to the Merger Agreement, at the effective time of the Merger, each share of common stock, par value $0.001 per share, of the Company (each, a "Share") was converted into the right to receive $24.00 in cash. F3: The reporting person is the Chief Investment Officer of Sarissa Capital Management LP, investment manager of this fund. As such, the reporting person may be deemed to beneficially own the securities owned by this fund. The reporting person disclaims any beneficial ownership of these securities, except to the extent of his pecuniary interest therein. |
| Stock Option (Right to Buy)SEC Table II · derivative / convertible security · Conversion / exercise price $8.73 | Direct | 0 |
Reported balance
After 2017-02-16 transaction · row 4
Instrument identity requires review; Table II rows are not merged.
1 source rowRow 4 · 2017-02-16 · Disposition to issuer · Disposed 75,000 · Balance 0 F4: Pursuant to the Merger Agreement, each option outstanding immediately prior to the consummation of the tender offer by Takeda and Purchaser to acquire all the outstanding Shares for $24.00 in cash (the "Offer"), whether vested or unvested, automatically became fully vested and was canceled as of immediately prior to, and contingent upon, the consummation of the Offer in exchange for the right to receive a lump-sum cash payment in the amount of the Option Consideration, if any, less any required withholding taxes, with respect to such Option. "Option Consideration" means, with respect to any Option, an amount equal to the product of (i) the number of Shares issuable under such Option multiplied by (ii) the excess of (x) $24.00 over (y) the exercise price payable in respect of each Share issuable under such Option; provided, however, that the Option Consideration for each Option with an exercise price equal to or greater than $24.00 shall be $0. |
| Stock Option (Right to Buy)SEC Table II · derivative / convertible security · Conversion / exercise price $6.45 | Direct | 0 |
Reported balance
After 2017-02-16 transaction · row 5
Instrument identity requires review; Table II rows are not merged.
1 source rowRow 5 · 2017-02-16 · Disposition to issuer · Disposed 25,000 · Balance 0 F4: Pursuant to the Merger Agreement, each option outstanding immediately prior to the consummation of the tender offer by Takeda and Purchaser to acquire all the outstanding Shares for $24.00 in cash (the "Offer"), whether vested or unvested, automatically became fully vested and was canceled as of immediately prior to, and contingent upon, the consummation of the Offer in exchange for the right to receive a lump-sum cash payment in the amount of the Option Consideration, if any, less any required withholding taxes, with respect to such Option. "Option Consideration" means, with respect to any Option, an amount equal to the product of (i) the number of Shares issuable under such Option multiplied by (ii) the excess of (x) $24.00 over (y) the exercise price payable in respect of each Share issuable under such Option; provided, however, that the Option Consideration for each Option with an exercise price equal to or greater than $24.00 shall be $0. |
| Stock Option (Right to Buy)SEC Table II · derivative / convertible security · Conversion / exercise price $4.91 | Direct | 0 |
Reported balance
After 2017-02-16 transaction · row 6
Instrument identity requires review; Table II rows are not merged.
1 source rowRow 6 · 2017-02-16 · Disposition to issuer · Disposed 25,000 · Balance 0 F4: Pursuant to the Merger Agreement, each option outstanding immediately prior to the consummation of the tender offer by Takeda and Purchaser to acquire all the outstanding Shares for $24.00 in cash (the "Offer"), whether vested or unvested, automatically became fully vested and was canceled as of immediately prior to, and contingent upon, the consummation of the Offer in exchange for the right to receive a lump-sum cash payment in the amount of the Option Consideration, if any, less any required withholding taxes, with respect to such Option. "Option Consideration" means, with respect to any Option, an amount equal to the product of (i) the number of Shares issuable under such Option multiplied by (ii) the excess of (x) $24.00 over (y) the exercise price payable in respect of each Share issuable under such Option; provided, however, that the Option Consideration for each Option with an exercise price equal to or greater than $24.00 shall be $0. |
| Stock Option (Right to Buy)SEC Table II · derivative / convertible security · Conversion / exercise price $23.82 | Direct | 0 |
Reported balance
After 2017-02-16 transaction · row 7
Instrument identity requires review; Table II rows are not merged.
1 source rowRow 7 · 2017-02-16 · Disposition to issuer · Disposed 25,000 · Balance 0 F4: Pursuant to the Merger Agreement, each option outstanding immediately prior to the consummation of the tender offer by Takeda and Purchaser to acquire all the outstanding Shares for $24.00 in cash (the "Offer"), whether vested or unvested, automatically became fully vested and was canceled as of immediately prior to, and contingent upon, the consummation of the Offer in exchange for the right to receive a lump-sum cash payment in the amount of the Option Consideration, if any, less any required withholding taxes, with respect to such Option. "Option Consideration" means, with respect to any Option, an amount equal to the product of (i) the number of Shares issuable under such Option multiplied by (ii) the excess of (x) $24.00 over (y) the exercise price payable in respect of each Share issuable under such Option; provided, however, that the Option Consideration for each Option with an exercise price equal to or greater than $24.00 shall be $0. |
| 3.625% Convertible Notes due 2019SEC Table II · derivative / convertible security · Conversion / exercise price $9.30 | IndirectSarissa Capital Domestic Fund LP | 0 |
Reported balance
After 2017-02-16 transaction · row 8
Instrument identity requires review; Table II rows are not merged.
1 source rowRow 8 · 2017-02-16 · Disposition to issuer · Disposed 5,340,720 · Balance 0 F5: The reporting person is an indirect beneficial owner of the reported number of 3.635% Convertible Senior Notes due 2019 (the "Convertible Notes"). Following the consummation of the Merger, the Convertible Notes are solely convertible into $2,580.228 in cash (without interest) per $1,000 principal amount of Notes. However, if any of the Convertible Notes are converted on or after the date the Issuer gives notice of the occurrence of the Effective Date (as defined in the Indenture, dated as of June 17, 2014, between the Issuer and Wells Fargo Bank, National Association, a national banking association, as trustee (the "Indenture")) applicable to the Merger, and on or prior to 5:00 p.m. New York City time on the business day immediately prior to the Fundamental Change Repurchase Date (as defined in the Indenture) applicable to the Merger, the reporting person shall be entitled to receive, upon conversion, $2,592.0216 (without interest) per $1,000 principal amount of Convertible Notes. F3: The reporting person is the Chief Investment Officer of Sarissa Capital Management LP, investment manager of this fund. As such, the reporting person may be deemed to beneficially own the securities owned by this fund. The reporting person disclaims any beneficial ownership of these securities, except to the extent of his pecuniary interest therein. |
| 3.625% Convertible Notes due 2019SEC Table II · derivative / convertible security · Conversion / exercise price $9.30 | IndirectSarissa Capital Offshore Master Fund LP | 0 |
Reported balance
After 2017-02-16 transaction · row 9
Instrument identity requires review; Table II rows are not merged.
1 source rowRow 9 · 2017-02-16 · Disposition to issuer · Disposed 3,459,280 · Balance 0 F5: The reporting person is an indirect beneficial owner of the reported number of 3.635% Convertible Senior Notes due 2019 (the "Convertible Notes"). Following the consummation of the Merger, the Convertible Notes are solely convertible into $2,580.228 in cash (without interest) per $1,000 principal amount of Notes. However, if any of the Convertible Notes are converted on or after the date the Issuer gives notice of the occurrence of the Effective Date (as defined in the Indenture, dated as of June 17, 2014, between the Issuer and Wells Fargo Bank, National Association, a national banking association, as trustee (the "Indenture")) applicable to the Merger, and on or prior to 5:00 p.m. New York City time on the business day immediately prior to the Fundamental Change Repurchase Date (as defined in the Indenture) applicable to the Merger, the reporting person shall be entitled to receive, upon conversion, $2,592.0216 (without interest) per $1,000 principal amount of Convertible Notes. F3: The reporting person is the Chief Investment Officer of Sarissa Capital Management LP, investment manager of this fund. As such, the reporting person may be deemed to beneficially own the securities owned by this fund. The reporting person disclaims any beneficial ownership of these securities, except to the extent of his pecuniary interest therein. |
Filing footnotes · ownership attribution and instrument terms
F1: Pursuant to the Agreement and Plan of Merger, dated as of January 8, 2017 (the "Merger Agreement"), between the Company, Takeda Pharmaceutical Company Limited ("Takeda") and Kiku Merger Co., Inc. ("Purchaser"), on February 16, 2017, Merger Sub was merged with and into the Company, with the Company continuing as the surviving corporation and a wholly owned subsidiary of Parent (the "Merger"). Pursuant to the Merger Agreement, at the effective time of the Merger, each share of common stock, par value $0.001 per share, of the Company (each, a "Share") was converted into the right to receive $24.00 in cash.
F2: The number of Shares reported includes 5,508 unvested restricted Shares subject to a lapsing right of repurchase by the Company (each, a "Restricted Share") and 12,500 Shares underlying unvested restricted stock units (each, an "RSU"). By virtue of the Merger and without any required action on the part of the holder thereof, all vesting conditions and restrictions applicable to each Restricted Share lapsed and each Restricted Share was converted automatically into the right to receive $24.00 in cash. In addition, pursuant to the Merger Agreement, each RSU outstanding immediately prior to the consummation of the Merger automatically and without any required action on the part of its holder became fully vested and was converted immediately prior to, and contingent upon, the consummation of the Merger into a vested right to receive a lump-sum cash payment in an amount equal to $24.00 for each Share underlying the RSU, less any required withholding taxes.
F3: The reporting person is the Chief Investment Officer of Sarissa Capital Management LP, investment manager of this fund. As such, the reporting person may be deemed to beneficially own the securities owned by this fund. The reporting person disclaims any beneficial ownership of these securities, except to the extent of his pecuniary interest therein.
F4: Pursuant to the Merger Agreement, each option outstanding immediately prior to the consummation of the tender offer by Takeda and Purchaser to acquire all the outstanding Shares for $24.00 in cash (the "Offer"), whether vested or unvested, automatically became fully vested and was canceled as of immediately prior to, and contingent upon, the consummation of the Offer in exchange for the right to receive a lump-sum cash payment in the amount of the Option Consideration, if any, less any required withholding taxes, with respect to such Option. "Option Consideration" means, with respect to any Option, an amount equal to the product of (i) the number of Shares issuable under such Option multiplied by (ii) the excess of (x) $24.00 over (y) the exercise price payable in respect of each Share issuable under such Option; provided, however, that the Option Consideration for each Option with an exercise price equal to or greater than $24.00 shall be $0.
F5: The reporting person is an indirect beneficial owner of the reported number of 3.635% Convertible Senior Notes due 2019 (the "Convertible Notes"). Following the consummation of the Merger, the Convertible Notes are solely convertible into $2,580.228 in cash (without interest) per $1,000 principal amount of Notes. However, if any of the Convertible Notes are converted on or after the date the Issuer gives notice of the occurrence of the Effective Date (as defined in the Indenture, dated as of June 17, 2014, between the Issuer and Wells Fargo Bank, National Association, a national banking association, as trustee (the "Indenture")) applicable to the Merger, and on or prior to 5:00 p.m. New York City time on the business day immediately prior to the Fundamental Change Repurchase Date (as defined in the Indenture) applicable to the Merger, the reporting person shall be entitled to receive, upon conversion, $2,592.0216 (without interest) per $1,000 principal amount of Convertible Notes.
Bioverativ Inc.
Report date March 08, 2018 · Filed March 08, 2018
Section 16 reporting ended · disclosed 2018-03-08. Current position is not established by this disclosure.
| Security / award | Ownership account | Disclosed shares / units | Disclosure context |
|---|---|---|---|
| Common StockSEC Table I · non-derivative | Direct | 0 |
Reported balance
After 2018-03-08 transaction · row 1
1 source rowRow 1 · 2018-03-08 · Disposition to issuer · Disposed 5,001 · Balance 0 F1: Pursuant to the Agreement and Plan of Merger, dated as of January 21, 2018 (the "Merger Agreement"), between the Company, Sanofi, a French soci?t? anonyme (the "Parent"), and Blink Acquisition Corp. ("Merger Sub"), on March 8, 2018, Merger Sub was merged with and into the Company, with the Company continuing as the surviving corporation and a wholly owned subsidiary of Parent (the "Merger"). Pursuant to the Merger Agreement, at the effective time of the Merger, each share of common stock, par value $0.001 per share, of the Company (each, a "Share") was converted into the right to receive $105.00 in cash. |
| Common StockSEC Table I · non-derivative | IndirectSee footnote | 0 |
Reported balance
After 2018-03-08 transaction · row 2
Account identity is unresolved; indirect or unspecified ownership is not merged.
1 source rowRow 2 · 2018-03-08 · Disposition to issuer · Disposed 1,165,000 · Balance 0 F1: Pursuant to the Agreement and Plan of Merger, dated as of January 21, 2018 (the "Merger Agreement"), between the Company, Sanofi, a French soci?t? anonyme (the "Parent"), and Blink Acquisition Corp. ("Merger Sub"), on March 8, 2018, Merger Sub was merged with and into the Company, with the Company continuing as the surviving corporation and a wholly owned subsidiary of Parent (the "Merger"). Pursuant to the Merger Agreement, at the effective time of the Merger, each share of common stock, par value $0.001 per share, of the Company (each, a "Share") was converted into the right to receive $105.00 in cash. F2: All Shares reported herein are beneficially owned by Sarissa Capital Master Offshore Fund LP, a Cayman Island exempted limited partnership ("Sarissa Offshore"). Sarissa Capital Management GP LLC, a Delaware limited liability company ("Sarissa Capital GP"), is the general partner of Sarissa Capital Management LP, a Delaware limited partnership ("Sarissa Capital"), the investment advisor to Sarissa Offshore. Alexander Denner, Ph.D. is the Chief Investment Officer of Sarissa Capital and the managing member of Sarissa Capital GP. By virtue of the foregoing, Dr. Denner may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 of the Securities Exchange Act of 1934, as amended) the Shares that Sarissa Offshore directly beneficially owns. Dr. Denner disclaims beneficial ownership of these Shares except to the extent of his pecuniary interest therein. |
| Restricted Stock UnitsSEC Table II · derivative / convertible security | Direct | 0 |
Reported balance
After 2018-03-08 transaction · row 3
Instrument identity requires review; Table II rows are not merged.
1 source rowRow 3 · 2018-03-08 · Disposition to issuer · Disposed 5,455 · Balance 0 F3: Each restricted stock unit ("RSU") represents a contingent right to receive one Share of the issuer's common stock. F4: Pursuant to the Merger Agreement, each RSU outstanding immediately prior to the consummation of the tender offer by Parent and Merger Sub to acquire all the outstanding Shares for $105.00 in cash (the "Offer") automatically and without any required action on the part of its holder became fully vested and was converted immediately prior to, and contingent upon, the consummation of the Offer into a vested right to receive a lump-sum payment in an amount equal to $105.00 for each Share underlying the RSU, less any required withholding taxes. |
| Non-Qualified Stock OptionSEC Table II · derivative / convertible security · Conversion / exercise price $44.51 | Direct | 0 |
Reported balance
After 2018-03-08 transaction · row 4
Instrument identity requires review; Table II rows are not merged.
1 source rowRow 4 · 2018-03-08 · Disposition to issuer · Disposed 26,818 · Balance 0 F5: Pursuant to the Merger Agreement, each option outstanding immediately prior to the consummation of the Offer, whether vested or unvested, automatically became fully vested and was cancelled as of immediately prior to, and contingent upon, the consummation of the Offer in exchange for the right to receive a lump-sum cash payment in the amount of the Option Consideration, if any, less any required withholding taxes, with respect to such Option. "Option Consideration" means, with respect to any Option, an amount equal to the product of (i) the number of Shares issuable under such Option multiplied by (ii) the excess of (x) $105.00 over (y) the exercise price payable in respect of each Share issuable under such Option. |
Filing footnotes · ownership attribution and instrument terms
F1: Pursuant to the Agreement and Plan of Merger, dated as of January 21, 2018 (the "Merger Agreement"), between the Company, Sanofi, a French soci?t? anonyme (the "Parent"), and Blink Acquisition Corp. ("Merger Sub"), on March 8, 2018, Merger Sub was merged with and into the Company, with the Company continuing as the surviving corporation and a wholly owned subsidiary of Parent (the "Merger"). Pursuant to the Merger Agreement, at the effective time of the Merger, each share of common stock, par value $0.001 per share, of the Company (each, a "Share") was converted into the right to receive $105.00 in cash.
F2: All Shares reported herein are beneficially owned by Sarissa Capital Master Offshore Fund LP, a Cayman Island exempted limited partnership ("Sarissa Offshore"). Sarissa Capital Management GP LLC, a Delaware limited liability company ("Sarissa Capital GP"), is the general partner of Sarissa Capital Management LP, a Delaware limited partnership ("Sarissa Capital"), the investment advisor to Sarissa Offshore. Alexander Denner, Ph.D. is the Chief Investment Officer of Sarissa Capital and the managing member of Sarissa Capital GP. By virtue of the foregoing, Dr. Denner may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 of the Securities Exchange Act of 1934, as amended) the Shares that Sarissa Offshore directly beneficially owns. Dr. Denner disclaims beneficial ownership of these Shares except to the extent of his pecuniary interest therein.
F3: Each restricted stock unit ("RSU") represents a contingent right to receive one Share of the issuer's common stock.
F4: Pursuant to the Merger Agreement, each RSU outstanding immediately prior to the consummation of the tender offer by Parent and Merger Sub to acquire all the outstanding Shares for $105.00 in cash (the "Offer") automatically and without any required action on the part of its holder became fully vested and was converted immediately prior to, and contingent upon, the consummation of the Offer into a vested right to receive a lump-sum payment in an amount equal to $105.00 for each Share underlying the RSU, less any required withholding taxes.
F5: Pursuant to the Merger Agreement, each option outstanding immediately prior to the consummation of the Offer, whether vested or unvested, automatically became fully vested and was cancelled as of immediately prior to, and contingent upon, the consummation of the Offer in exchange for the right to receive a lump-sum cash payment in the amount of the Option Consideration, if any, less any required withholding taxes, with respect to such Option. "Option Consideration" means, with respect to any Option, an amount equal to the product of (i) the number of Shares issuable under such Option multiplied by (ii) the excess of (x) $105.00 over (y) the exercise price payable in respect of each Share issuable under such Option.
Innoviva, Inc.
Report date March 04, 2025 · Filed March 18, 2025 · Amendment
Jointly reported with Sarissa Capital Management LP
Section 16 reporting ended · disclosed 2025-03-18. Current position is not established by this disclosure.
Amendment: balances below belong to this corrected disclosure, not necessarily a complete replacement of earlier positions.
No balance rows disclosed in this filing.
Iterum Therapeutics plc
Report date February 11, 2021 · Filed February 12, 2021
Jointly reported with Sarissa Capital Management LP, Sarissa Capital Offshore Master Fund LP, Sarissa Capital Catapult Fund LLC, Sarissa Capital Hawkeye Fund LP, Sarissa Capital Master Fund II LP
Section 16 reporting ended · disclosed 2021-02-12. Current position is not established by this disclosure.
| Security / award | Ownership account | Disclosed shares / units | Disclosure context |
|---|---|---|---|
| Ordinary SharesSEC Table I · non-derivative | IndirectSee footnotes | 20,616,949 |
Reported balance
After 2021-02-11 transaction · row 1
Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source rowRow 1 · 2021-02-11 · Conversion · Acquired 20,619,949 · Balance 20,616,949 F1: Dr. Denner, Sarissa Capital and the Sarissa Funds (each as defined below and, collectively, the "Reporting Persons") beneficially owned $15,00,000 principal amount of the Issuer's 6.500% Exchangeable Senior Subordinated Notes due 2025 (the "Exchangeable Notes"), which became exchangeable into the Issuer's Ordinary Shares at the option of the holder on January 21, 2021. On February 11, 2021, all of the Exchangeable Notes held by the Reporting Persons (inclusive of accrued interest) were exchanged for 20,619,949 Ordinary Shares. F2: (continued from footnote 1) As a result of the exchange (i) Sarissa Capital Offshore Master Fund LP, a Cayman Islands exempted limited partnership ("Sarissa Offshore"), was the direct beneficial owner of 12,126,791, (ii) Sarissa Capital Catapult Fund LLC, a Delaware limited liability company ("Sarissa Catapult") was the direct beneficial owner of 4,727,467 Ordinary Shares, (iii) Sarissa Capital Hawkeye Fund LP, a Delaware limited partnership ("Sarissa Hawkeye") was the direct beneficial owner of 3,520,513 Ordinary Shares and (iv) Sarissa Capital Master Fund II, a Delaware limited partnership ("Sarissa Master II" and, together with Sarissa Offshore, Sarissa Catapult, and Sarissa Hawkeye, the "Sarissa Funds") was the direct beneficial owner of 245,178 Ordinary Shares. F3: Following the exchange, on February 11, 2021, the Reporting Persons sold, in the aggregate, 10,000,000 Ordinary Shares at a volume weighted average price of $2.59 per share. These shares were sold in multiple open market transactions at prices ranging from $2.58 to $2.70. Of the aggregate amount of Ordinary Shares sold on February 11, 2021 by the Reporting Persons (i) Sarissa Offshore sold 5,881,300 Ordinary Shares, (ii) Sarissa Catapult sold 2,292,700 Ordinary Shares, (iii) Sarissa Hawkeye sold 1,707,300 Ordinary Shares and (iv) Sarissa Master II sold 118,700 Ordinary Shares. F6: Sarissa Capital Management LP, a Delaware limited partnership ("Sarissa Capital"), is the investment advisor to the Sarissa Funds and may be deemed to have beneficial ownership over the Ordinary Shares directly beneficially owned by the Sarissa Funds by virtue of the authority granted to it to vote and to dispose of the securities held by them, including the Ordinary Shares. Alexander J. Denner, Ph.D., a citizen of the United States of America ("Dr. Denner"), is the Chief Investment Officer of Sarissa Capital and the ultimate general partner of Sarissa Capital, Sarissa Offshore, Sarissa Hawkeye, Sarissa Master II, and the managing member of Sarissa Catapult is controlled by Dr. Denner; accordingly, Dr. Denner may be deemed to have beneficial ownership over the Ordinary Shares directly beneficially owned by the Sarissa Funds by virtue of such positions. F7: Each of Dr. Denner, Sarissa Capital, Sarissa Offshore, Sarissa Catapult, Sarissa Hawkeye and Sarissa Master II disclaims beneficial ownership of the Ordinary Shares except, in each case, to the extent of their pecuniary interest therein. |
| Ordinary SharesSEC Table I · non-derivative | IndirectSee footnotes | 10,619,949 |
Reported balance
After 2021-02-11 transaction · row 2
Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source rowRow 2 · 2021-02-11 · Sale · Disposed 10,000,000 · Balance 10,619,949 F1: Dr. Denner, Sarissa Capital and the Sarissa Funds (each as defined below and, collectively, the "Reporting Persons") beneficially owned $15,00,000 principal amount of the Issuer's 6.500% Exchangeable Senior Subordinated Notes due 2025 (the "Exchangeable Notes"), which became exchangeable into the Issuer's Ordinary Shares at the option of the holder on January 21, 2021. On February 11, 2021, all of the Exchangeable Notes held by the Reporting Persons (inclusive of accrued interest) were exchanged for 20,619,949 Ordinary Shares. F2: (continued from footnote 1) As a result of the exchange (i) Sarissa Capital Offshore Master Fund LP, a Cayman Islands exempted limited partnership ("Sarissa Offshore"), was the direct beneficial owner of 12,126,791, (ii) Sarissa Capital Catapult Fund LLC, a Delaware limited liability company ("Sarissa Catapult") was the direct beneficial owner of 4,727,467 Ordinary Shares, (iii) Sarissa Capital Hawkeye Fund LP, a Delaware limited partnership ("Sarissa Hawkeye") was the direct beneficial owner of 3,520,513 Ordinary Shares and (iv) Sarissa Capital Master Fund II, a Delaware limited partnership ("Sarissa Master II" and, together with Sarissa Offshore, Sarissa Catapult, and Sarissa Hawkeye, the "Sarissa Funds") was the direct beneficial owner of 245,178 Ordinary Shares. F3: Following the exchange, on February 11, 2021, the Reporting Persons sold, in the aggregate, 10,000,000 Ordinary Shares at a volume weighted average price of $2.59 per share. These shares were sold in multiple open market transactions at prices ranging from $2.58 to $2.70. Of the aggregate amount of Ordinary Shares sold on February 11, 2021 by the Reporting Persons (i) Sarissa Offshore sold 5,881,300 Ordinary Shares, (ii) Sarissa Catapult sold 2,292,700 Ordinary Shares, (iii) Sarissa Hawkeye sold 1,707,300 Ordinary Shares and (iv) Sarissa Master II sold 118,700 Ordinary Shares. F5: The Reporting Persons undertake to provide any securityholder of the Issuer, the Issuer or the SEC Staff, upon request, full information regarding the number of shares traded at each separate price within the ranges set forth in this footnote to this Form 4. F6: Sarissa Capital Management LP, a Delaware limited partnership ("Sarissa Capital"), is the investment advisor to the Sarissa Funds and may be deemed to have beneficial ownership over the Ordinary Shares directly beneficially owned by the Sarissa Funds by virtue of the authority granted to it to vote and to dispose of the securities held by them, including the Ordinary Shares. Alexander J. Denner, Ph.D., a citizen of the United States of America ("Dr. Denner"), is the Chief Investment Officer of Sarissa Capital and the ultimate general partner of Sarissa Capital, Sarissa Offshore, Sarissa Hawkeye, Sarissa Master II, and the managing member of Sarissa Catapult is controlled by Dr. Denner; accordingly, Dr. Denner may be deemed to have beneficial ownership over the Ordinary Shares directly beneficially owned by the Sarissa Funds by virtue of such positions. F7: Each of Dr. Denner, Sarissa Capital, Sarissa Offshore, Sarissa Catapult, Sarissa Hawkeye and Sarissa Master II disclaims beneficial ownership of the Ordinary Shares except, in each case, to the extent of their pecuniary interest therein. |
| Ordinary SharesSEC Table I · non-derivative | IndirectSee footnotes | 0 |
Reported balance
After 2021-02-12 transaction · row 3
Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source rowRow 3 · 2021-02-12 · Sale · Disposed 10,619,949 · Balance 0 F1: Dr. Denner, Sarissa Capital and the Sarissa Funds (each as defined below and, collectively, the "Reporting Persons") beneficially owned $15,00,000 principal amount of the Issuer's 6.500% Exchangeable Senior Subordinated Notes due 2025 (the "Exchangeable Notes"), which became exchangeable into the Issuer's Ordinary Shares at the option of the holder on January 21, 2021. On February 11, 2021, all of the Exchangeable Notes held by the Reporting Persons (inclusive of accrued interest) were exchanged for 20,619,949 Ordinary Shares. F2: (continued from footnote 1) As a result of the exchange (i) Sarissa Capital Offshore Master Fund LP, a Cayman Islands exempted limited partnership ("Sarissa Offshore"), was the direct beneficial owner of 12,126,791, (ii) Sarissa Capital Catapult Fund LLC, a Delaware limited liability company ("Sarissa Catapult") was the direct beneficial owner of 4,727,467 Ordinary Shares, (iii) Sarissa Capital Hawkeye Fund LP, a Delaware limited partnership ("Sarissa Hawkeye") was the direct beneficial owner of 3,520,513 Ordinary Shares and (iv) Sarissa Capital Master Fund II, a Delaware limited partnership ("Sarissa Master II" and, together with Sarissa Offshore, Sarissa Catapult, and Sarissa Hawkeye, the "Sarissa Funds") was the direct beneficial owner of 245,178 Ordinary Shares. F4: On February 12, 2021, the Reporting Persons sold, in the aggregate 10,619,949 Ordinary Shares at a volume weighted average price of $2.27 per share. These shares were sold in multiple open market transactions at prices ranging from $2.24 to $2.27. Of the aggregate amount of Ordinary Shares sold on February 12, 2021 by the Reporting Persons (i) Sarissa Offshore sold 6,245,491 Ordinary Shares, (ii) Sarissa Catapult sold 2,434,767 Ordinary Shares, (iii) Sarissa Hawkeye sold 1,813,213 Ordinary Shares and (iv) Sarissa Master II sold 126,478 Ordinary Shares. F5: The Reporting Persons undertake to provide any securityholder of the Issuer, the Issuer or the SEC Staff, upon request, full information regarding the number of shares traded at each separate price within the ranges set forth in this footnote to this Form 4. F6: Sarissa Capital Management LP, a Delaware limited partnership ("Sarissa Capital"), is the investment advisor to the Sarissa Funds and may be deemed to have beneficial ownership over the Ordinary Shares directly beneficially owned by the Sarissa Funds by virtue of the authority granted to it to vote and to dispose of the securities held by them, including the Ordinary Shares. Alexander J. Denner, Ph.D., a citizen of the United States of America ("Dr. Denner"), is the Chief Investment Officer of Sarissa Capital and the ultimate general partner of Sarissa Capital, Sarissa Offshore, Sarissa Hawkeye, Sarissa Master II, and the managing member of Sarissa Catapult is controlled by Dr. Denner; accordingly, Dr. Denner may be deemed to have beneficial ownership over the Ordinary Shares directly beneficially owned by the Sarissa Funds by virtue of such positions. F7: Each of Dr. Denner, Sarissa Capital, Sarissa Offshore, Sarissa Catapult, Sarissa Hawkeye and Sarissa Master II disclaims beneficial ownership of the Ordinary Shares except, in each case, to the extent of their pecuniary interest therein. |
| 6.500% Exchangeable Senior Subordinated Note due 2025SEC Table II · derivative / convertible security · Expires 2025-01-31 | IndirectSee Footnotes | 0 |
Reported balance
After 2021-02-11 transaction · row 4
Instrument identity requires review; Table II rows are not merged.
1 source rowRow 4 · 2021-02-11 · Conversion · Disposed 15,000,000 · Balance 0 F1: Dr. Denner, Sarissa Capital and the Sarissa Funds (each as defined below and, collectively, the "Reporting Persons") beneficially owned $15,00,000 principal amount of the Issuer's 6.500% Exchangeable Senior Subordinated Notes due 2025 (the "Exchangeable Notes"), which became exchangeable into the Issuer's Ordinary Shares at the option of the holder on January 21, 2021. On February 11, 2021, all of the Exchangeable Notes held by the Reporting Persons (inclusive of accrued interest) were exchanged for 20,619,949 Ordinary Shares. F2: (continued from footnote 1) As a result of the exchange (i) Sarissa Capital Offshore Master Fund LP, a Cayman Islands exempted limited partnership ("Sarissa Offshore"), was the direct beneficial owner of 12,126,791, (ii) Sarissa Capital Catapult Fund LLC, a Delaware limited liability company ("Sarissa Catapult") was the direct beneficial owner of 4,727,467 Ordinary Shares, (iii) Sarissa Capital Hawkeye Fund LP, a Delaware limited partnership ("Sarissa Hawkeye") was the direct beneficial owner of 3,520,513 Ordinary Shares and (iv) Sarissa Capital Master Fund II, a Delaware limited partnership ("Sarissa Master II" and, together with Sarissa Offshore, Sarissa Catapult, and Sarissa Hawkeye, the "Sarissa Funds") was the direct beneficial owner of 245,178 Ordinary Shares. F5: The Reporting Persons undertake to provide any securityholder of the Issuer, the Issuer or the SEC Staff, upon request, full information regarding the number of shares traded at each separate price within the ranges set forth in this footnote to this Form 4. F6: Sarissa Capital Management LP, a Delaware limited partnership ("Sarissa Capital"), is the investment advisor to the Sarissa Funds and may be deemed to have beneficial ownership over the Ordinary Shares directly beneficially owned by the Sarissa Funds by virtue of the authority granted to it to vote and to dispose of the securities held by them, including the Ordinary Shares. Alexander J. Denner, Ph.D., a citizen of the United States of America ("Dr. Denner"), is the Chief Investment Officer of Sarissa Capital and the ultimate general partner of Sarissa Capital, Sarissa Offshore, Sarissa Hawkeye, Sarissa Master II, and the managing member of Sarissa Catapult is controlled by Dr. Denner; accordingly, Dr. Denner may be deemed to have beneficial ownership over the Ordinary Shares directly beneficially owned by the Sarissa Funds by virtue of such positions. F7: Each of Dr. Denner, Sarissa Capital, Sarissa Offshore, Sarissa Catapult, Sarissa Hawkeye and Sarissa Master II disclaims beneficial ownership of the Ordinary Shares except, in each case, to the extent of their pecuniary interest therein. |
Filing footnotes · ownership attribution and instrument terms
F1: Dr. Denner, Sarissa Capital and the Sarissa Funds (each as defined below and, collectively, the "Reporting Persons") beneficially owned $15,00,000 principal amount of the Issuer's 6.500% Exchangeable Senior Subordinated Notes due 2025 (the "Exchangeable Notes"), which became exchangeable into the Issuer's Ordinary Shares at the option of the holder on January 21, 2021. On February 11, 2021, all of the Exchangeable Notes held by the Reporting Persons (inclusive of accrued interest) were exchanged for 20,619,949 Ordinary Shares.
F2: (continued from footnote 1) As a result of the exchange (i) Sarissa Capital Offshore Master Fund LP, a Cayman Islands exempted limited partnership ("Sarissa Offshore"), was the direct beneficial owner of 12,126,791, (ii) Sarissa Capital Catapult Fund LLC, a Delaware limited liability company ("Sarissa Catapult") was the direct beneficial owner of 4,727,467 Ordinary Shares, (iii) Sarissa Capital Hawkeye Fund LP, a Delaware limited partnership ("Sarissa Hawkeye") was the direct beneficial owner of 3,520,513 Ordinary Shares and (iv) Sarissa Capital Master Fund II, a Delaware limited partnership ("Sarissa Master II" and, together with Sarissa Offshore, Sarissa Catapult, and Sarissa Hawkeye, the "Sarissa Funds") was the direct beneficial owner of 245,178 Ordinary Shares.
F3: Following the exchange, on February 11, 2021, the Reporting Persons sold, in the aggregate, 10,000,000 Ordinary Shares at a volume weighted average price of $2.59 per share. These shares were sold in multiple open market transactions at prices ranging from $2.58 to $2.70. Of the aggregate amount of Ordinary Shares sold on February 11, 2021 by the Reporting Persons (i) Sarissa Offshore sold 5,881,300 Ordinary Shares, (ii) Sarissa Catapult sold 2,292,700 Ordinary Shares, (iii) Sarissa Hawkeye sold 1,707,300 Ordinary Shares and (iv) Sarissa Master II sold 118,700 Ordinary Shares.
F4: On February 12, 2021, the Reporting Persons sold, in the aggregate 10,619,949 Ordinary Shares at a volume weighted average price of $2.27 per share. These shares were sold in multiple open market transactions at prices ranging from $2.24 to $2.27. Of the aggregate amount of Ordinary Shares sold on February 12, 2021 by the Reporting Persons (i) Sarissa Offshore sold 6,245,491 Ordinary Shares, (ii) Sarissa Catapult sold 2,434,767 Ordinary Shares, (iii) Sarissa Hawkeye sold 1,813,213 Ordinary Shares and (iv) Sarissa Master II sold 126,478 Ordinary Shares.
F5: The Reporting Persons undertake to provide any securityholder of the Issuer, the Issuer or the SEC Staff, upon request, full information regarding the number of shares traded at each separate price within the ranges set forth in this footnote to this Form 4.
F6: Sarissa Capital Management LP, a Delaware limited partnership ("Sarissa Capital"), is the investment advisor to the Sarissa Funds and may be deemed to have beneficial ownership over the Ordinary Shares directly beneficially owned by the Sarissa Funds by virtue of the authority granted to it to vote and to dispose of the securities held by them, including the Ordinary Shares. Alexander J. Denner, Ph.D., a citizen of the United States of America ("Dr. Denner"), is the Chief Investment Officer of Sarissa Capital and the ultimate general partner of Sarissa Capital, Sarissa Offshore, Sarissa Hawkeye, Sarissa Master II, and the managing member of Sarissa Catapult is controlled by Dr. Denner; accordingly, Dr. Denner may be deemed to have beneficial ownership over the Ordinary Shares directly beneficially owned by the Sarissa Funds by virtue of such positions.
F7: Each of Dr. Denner, Sarissa Capital, Sarissa Offshore, Sarissa Catapult, Sarissa Hawkeye and Sarissa Master II disclaims beneficial ownership of the Ordinary Shares except, in each case, to the extent of their pecuniary interest therein.
MEDICINES CO /DE
Report date January 06, 2020 · Filed January 06, 2020
Section 16 reporting ended · disclosed 2020-01-06. Current position is not established by this disclosure.
| Security / award | Ownership account | Disclosed shares / units | Disclosure context |
|---|---|---|---|
| Common StockSEC Table I · non-derivative | Direct | 0 |
Reported balance
After 2020-01-06 transaction · row 1
1 source rowRow 1 · 2020-01-06 · Disposition to issuer · Disposed 85,813 · Balance 0 F1: Pursuant to the Agreement and Plan of Merger, dated as of November 23, 2019 (the "Merger Agreement"), by and among the Company, Novartis AG ("Parent") and Medusa Merger Corporation ("Purchaser"), on January 6, 2020, Purchaser was merged with and into the Company (the "Merger"), with the Company surviving the Merger as an indirect wholly-owned subsidiary of Parent. Pursuant to the Merger Agreement, at the effective time of the Merger, each share of common stock, par value $0.001 per share, of the Company (each a "Share") was converted into the right to receive $85.00 per Share, net to the seller in cash (the "Offer Price"). F2: The number of Shares reported includes 3,663 unvested restricted Shares (each a "Restricted Share"). Each Restricted Share that was outstanding immediately prior to the consummation of the tender offer by Parent and Purchaser automatically became fully vested as of immediately prior to, and contingent upon, the effective time of the Merger and was treated in the same manner as an outstanding Share. |
| Common StockSEC Table I · non-derivative | IndirectSee Footnote | 0 |
Reported balance
After 2020-01-06 transaction · row 2
Account identity is unresolved; indirect or unspecified ownership is not merged.
1 source rowRow 2 · 2020-01-06 · Disposition to issuer · Disposed 4,202,000 · Balance 0 F1: Pursuant to the Agreement and Plan of Merger, dated as of November 23, 2019 (the "Merger Agreement"), by and among the Company, Novartis AG ("Parent") and Medusa Merger Corporation ("Purchaser"), on January 6, 2020, Purchaser was merged with and into the Company (the "Merger"), with the Company surviving the Merger as an indirect wholly-owned subsidiary of Parent. Pursuant to the Merger Agreement, at the effective time of the Merger, each share of common stock, par value $0.001 per share, of the Company (each a "Share") was converted into the right to receive $85.00 per Share, net to the seller in cash (the "Offer Price"). F3: The shares reported herein as being indirectly beneficially owned by Dr. Denner are directly beneficially owned by funds managed and/or controlled by Sarissa Capital Management LP. Dr. Denner is the Chief Investment Officer of Sarissa Capital Management LP and controls the general partner of Sarissa Capital Management LP. By virtue of the foregoing, Dr. Denner may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 of the Securities Exchange Act of 1934, as amended) these shares. Dr. Denner disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein. |
| Stock OptionSEC Table II · derivative / convertible security · Conversion / exercise price $32.86 | Direct | 0 |
Reported balance
After 2020-01-06 transaction · row 3
Instrument identity requires review; Table II rows are not merged.
1 source rowRow 3 · 2020-01-06 · Disposition to issuer · Disposed 27,230 · Balance 0 F4: Pursuant to the Merger Agreement, each option (each an "Option") that was outstanding immediately prior to the consummation of the tender offer by Parent and Purchaser, whether vested or unvested, became fully vested and was canceled as of immediately prior to, and contingent upon, the effective time of the Merger, in exchange for the right to receive an amount in cash equal to the product of (x) the excess (if any) of the Offer Price over the per share exercise price payable in respect of each Share issuable under such Option, multiplied by (y) the number of Shares issuable under such Option. |
| Stock OptionSEC Table II · derivative / convertible security · Conversion / exercise price $37.22 | Direct | 0 |
Reported balance
After 2020-01-06 transaction · row 4
Instrument identity requires review; Table II rows are not merged.
1 source rowRow 4 · 2020-01-06 · Disposition to issuer · Disposed 9,700 · Balance 0 F4: Pursuant to the Merger Agreement, each option (each an "Option") that was outstanding immediately prior to the consummation of the tender offer by Parent and Purchaser, whether vested or unvested, became fully vested and was canceled as of immediately prior to, and contingent upon, the effective time of the Merger, in exchange for the right to receive an amount in cash equal to the product of (x) the excess (if any) of the Offer Price over the per share exercise price payable in respect of each Share issuable under such Option, multiplied by (y) the number of Shares issuable under such Option. |
| Stock OptionSEC Table II · derivative / convertible security · Conversion / exercise price $39.39 | Direct | 0 |
Reported balance
After 2020-01-06 transaction · row 5
Instrument identity requires review; Table II rows are not merged.
1 source rowRow 5 · 2020-01-06 · Disposition to issuer · Disposed 8,577 · Balance 0 F4: Pursuant to the Merger Agreement, each option (each an "Option") that was outstanding immediately prior to the consummation of the tender offer by Parent and Purchaser, whether vested or unvested, became fully vested and was canceled as of immediately prior to, and contingent upon, the effective time of the Merger, in exchange for the right to receive an amount in cash equal to the product of (x) the excess (if any) of the Offer Price over the per share exercise price payable in respect of each Share issuable under such Option, multiplied by (y) the number of Shares issuable under such Option. |
| Stock OptionSEC Table II · derivative / convertible security · Conversion / exercise price $33.86 | Direct | 0 |
Reported balance
After 2020-01-06 transaction · row 6
Instrument identity requires review; Table II rows are not merged.
1 source rowRow 6 · 2020-01-06 · Disposition to issuer · Disposed 9,141 · Balance 0 F4: Pursuant to the Merger Agreement, each option (each an "Option") that was outstanding immediately prior to the consummation of the tender offer by Parent and Purchaser, whether vested or unvested, became fully vested and was canceled as of immediately prior to, and contingent upon, the effective time of the Merger, in exchange for the right to receive an amount in cash equal to the product of (x) the excess (if any) of the Offer Price over the per share exercise price payable in respect of each Share issuable under such Option, multiplied by (y) the number of Shares issuable under such Option. |
| Stock OptionSEC Table II · derivative / convertible security · Conversion / exercise price $34.81 | Direct | 0 |
Reported balance
After 2020-01-06 transaction · row 7
Instrument identity requires review; Table II rows are not merged.
1 source rowRow 7 · 2020-01-06 · Disposition to issuer · Disposed 13,410 · Balance 0 F4: Pursuant to the Merger Agreement, each option (each an "Option") that was outstanding immediately prior to the consummation of the tender offer by Parent and Purchaser, whether vested or unvested, became fully vested and was canceled as of immediately prior to, and contingent upon, the effective time of the Merger, in exchange for the right to receive an amount in cash equal to the product of (x) the excess (if any) of the Offer Price over the per share exercise price payable in respect of each Share issuable under such Option, multiplied by (y) the number of Shares issuable under such Option. |
Filing footnotes · ownership attribution and instrument terms
F1: Pursuant to the Agreement and Plan of Merger, dated as of November 23, 2019 (the "Merger Agreement"), by and among the Company, Novartis AG ("Parent") and Medusa Merger Corporation ("Purchaser"), on January 6, 2020, Purchaser was merged with and into the Company (the "Merger"), with the Company surviving the Merger as an indirect wholly-owned subsidiary of Parent. Pursuant to the Merger Agreement, at the effective time of the Merger, each share of common stock, par value $0.001 per share, of the Company (each a "Share") was converted into the right to receive $85.00 per Share, net to the seller in cash (the "Offer Price").
F2: The number of Shares reported includes 3,663 unvested restricted Shares (each a "Restricted Share"). Each Restricted Share that was outstanding immediately prior to the consummation of the tender offer by Parent and Purchaser automatically became fully vested as of immediately prior to, and contingent upon, the effective time of the Merger and was treated in the same manner as an outstanding Share.
F3: The shares reported herein as being indirectly beneficially owned by Dr. Denner are directly beneficially owned by funds managed and/or controlled by Sarissa Capital Management LP. Dr. Denner is the Chief Investment Officer of Sarissa Capital Management LP and controls the general partner of Sarissa Capital Management LP. By virtue of the foregoing, Dr. Denner may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 of the Securities Exchange Act of 1934, as amended) these shares. Dr. Denner disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.
F4: Pursuant to the Merger Agreement, each option (each an "Option") that was outstanding immediately prior to the consummation of the tender offer by Parent and Purchaser, whether vested or unvested, became fully vested and was canceled as of immediately prior to, and contingent upon, the effective time of the Merger, in exchange for the right to receive an amount in cash equal to the product of (x) the excess (if any) of the Offer Price over the per share exercise price payable in respect of each Share issuable under such Option, multiplied by (y) the number of Shares issuable under such Option.
Transaction history
JSON APIPurchases/sales include open-market and private transactions. Plan disclosure applies to the filing; individual rows may differ. “Not disclosed” is not “unplanned.”
The cutoff filters transaction history only. Company summaries and owner relationships show the latest available disclosures. Parser corrections can improve historical records.
| Transaction date | Company | Activity / security | Shares / units | Reported price | Reported value | Details |
|---|---|---|---|---|---|---|
| March 05, 2021 Filed Mar 6, 2021 00:19 UTC | IRONWOOD PHARMACEUTICALS INC IRWD · Entity 5213 | PurchaseClass A Common Stock | 175,000 | $10.01 | $1,751,750.00 |
DisclosureSEC source: 0001567619-21-005770 · doc1.xml · nonDerivative · entry 4 DENNER ALEXANDER J · CIK 0001361754 · Director · 10% owner Sarissa Capital Management LP · CIK 0001577524 · Director · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · See footnote Disclosed balance after: 16,165,000 F2 · ownership.nature: Consists of shares that are held by Sarissa Capital Management LP ("Sarissa Capital") or by the funds and other investment vehicles (the "Sarissa Funds") for which Sarissa Capital serves as investment advisor. Dr. Denner is the Chief Investment Officer of Sarissa Capital and the managing member, general partner or other control party of the Sarissa Funds. By virtue of the foregoing, Dr. Denner may be deemed to indirectly beneficially own the shares that these funds directly beneficially own. Each of Sarissa Capital, the Sarissa Funds and Dr. Denner disclaims beneficial ownership of these shares except, in each case, to the extent of their pecuniary interest therein. Read SEC document |
| March 04, 2021 Filed Mar 6, 2021 00:19 UTC | IRONWOOD PHARMACEUTICALS INC IRWD · Entity 5213 | PurchaseClass A Common Stock | 250,000 | $10.00 | $2,500,000.00 |
DisclosureSEC source: 0001567619-21-005770 · doc1.xml · nonDerivative · entry 3 DENNER ALEXANDER J · CIK 0001361754 · Director · 10% owner Sarissa Capital Management LP · CIK 0001577524 · Director · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · See footnote Disclosed balance after: 15,990,000 F2 · ownership.nature: Consists of shares that are held by Sarissa Capital Management LP ("Sarissa Capital") or by the funds and other investment vehicles (the "Sarissa Funds") for which Sarissa Capital serves as investment advisor. Dr. Denner is the Chief Investment Officer of Sarissa Capital and the managing member, general partner or other control party of the Sarissa Funds. By virtue of the foregoing, Dr. Denner may be deemed to indirectly beneficially own the shares that these funds directly beneficially own. Each of Sarissa Capital, the Sarissa Funds and Dr. Denner disclaims beneficial ownership of these shares except, in each case, to the extent of their pecuniary interest therein. Read SEC document |
| March 03, 2021 Filed Mar 6, 2021 00:19 UTC | IRONWOOD PHARMACEUTICALS INC IRWD · Entity 5213 | PurchaseClass A Common Stock | 350,000 | $10.02 | $3,507,000.00 |
DisclosureSEC source: 0001567619-21-005770 · doc1.xml · nonDerivative · entry 2 DENNER ALEXANDER J · CIK 0001361754 · Director · 10% owner Sarissa Capital Management LP · CIK 0001577524 · Director · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · See Footnote Disclosed balance after: 15,740,000 F2 · ownership.nature: Consists of shares that are held by Sarissa Capital Management LP ("Sarissa Capital") or by the funds and other investment vehicles (the "Sarissa Funds") for which Sarissa Capital serves as investment advisor. Dr. Denner is the Chief Investment Officer of Sarissa Capital and the managing member, general partner or other control party of the Sarissa Funds. By virtue of the foregoing, Dr. Denner may be deemed to indirectly beneficially own the shares that these funds directly beneficially own. Each of Sarissa Capital, the Sarissa Funds and Dr. Denner disclaims beneficial ownership of these shares except, in each case, to the extent of their pecuniary interest therein. Read SEC document |
| March 02, 2021 Filed Mar 3, 2021 01:18 UTC | IRONWOOD PHARMACEUTICALS INC IRWD · Entity 5213 | PurchaseClass A Common Stock | 500,000 | $9.56 | $4,780,000.00 |
DisclosureSEC source: 0001567619-21-005449 · doc1.xml · nonDerivative · entry 4 DENNER ALEXANDER J · CIK 0001361754 · Director 10b5-1 filing: Not disclosed Ownership: Indirect · See footnote Disclosed balance after: 15,390,000 F1 · ownership.nature: Consists of shares that are held by Sarissa Capital Management LP ("Sarissa Capital") or by the funds and other investment vehicles (the "Sarissa Funds") for which Sarissa Capital serves as investment advisor. Dr. Denner is the Chief Investment Officer of Sarissa Capital and the managing member, general partner or other control party of the Sarissa Funds. By virtue of the foregoing, Dr. Denner may be deemed to indirectly beneficially own the shares that these funds directly beneficially own. Dr. Denner disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein. Read SEC document |
| March 01, 2021 Filed Mar 3, 2021 01:18 UTC | IRONWOOD PHARMACEUTICALS INC IRWD · Entity 5213 | PurchaseClass A Common Stock | 344,900 | $9.60 | $3,311,040.00 |
DisclosureSEC source: 0001567619-21-005449 · doc1.xml · nonDerivative · entry 3 DENNER ALEXANDER J · CIK 0001361754 · Director 10b5-1 filing: Not disclosed Ownership: Indirect · See footnote Disclosed balance after: 14,890,000 F1 · ownership.nature: Consists of shares that are held by Sarissa Capital Management LP ("Sarissa Capital") or by the funds and other investment vehicles (the "Sarissa Funds") for which Sarissa Capital serves as investment advisor. Dr. Denner is the Chief Investment Officer of Sarissa Capital and the managing member, general partner or other control party of the Sarissa Funds. By virtue of the foregoing, Dr. Denner may be deemed to indirectly beneficially own the shares that these funds directly beneficially own. Dr. Denner disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein. Read SEC document |
| February 26, 2021 Filed Mar 3, 2021 01:18 UTC | IRONWOOD PHARMACEUTICALS INC IRWD · Entity 5213 | PurchaseClass A Common Stock | 505,100 | $9.20 | $4,646,920.00 |
DisclosureSEC source: 0001567619-21-005449 · doc1.xml · nonDerivative · entry 2 DENNER ALEXANDER J · CIK 0001361754 · Director 10b5-1 filing: Not disclosed Ownership: Indirect · See Footnote Disclosed balance after: 14,545,100 F1 · ownership.nature: Consists of shares that are held by Sarissa Capital Management LP ("Sarissa Capital") or by the funds and other investment vehicles (the "Sarissa Funds") for which Sarissa Capital serves as investment advisor. Dr. Denner is the Chief Investment Officer of Sarissa Capital and the managing member, general partner or other control party of the Sarissa Funds. By virtue of the foregoing, Dr. Denner may be deemed to indirectly beneficially own the shares that these funds directly beneficially own. Dr. Denner disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein. Read SEC document |
| February 12, 2021 Filed Feb 12, 2021 20:22 UTC | Iterum Therapeutics plc ITRM · Entity 72802 | SaleOrdinary Shares | 10,619,949 | $2.27 | $24,107,284.23 |
DisclosureSEC source: 0000899243-21-006406 · doc4.xml · nonDerivative · entry 3 DENNER ALEXANDER J · CIK 0001361754 · 10% owner Sarissa Capital Management LP · CIK 0001577524 · 10% owner Sarissa Capital Offshore Master Fund LP · CIK 0001577530 · 10% owner Sarissa Capital Catapult Fund LLC · CIK 0001716725 · 10% owner Sarissa Capital Hawkeye Fund LP · CIK 0001777184 · 10% owner Sarissa Capital Master Fund II LP · CIK 0001811636 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · See footnotes Disclosed balance after: 0 F1 · ownership.nature: Dr. Denner, Sarissa Capital and the Sarissa Funds (each as defined below and, collectively, the "Reporting Persons") beneficially owned $15,00,000 principal amount of the Issuer's 6.500% Exchangeable Senior Subordinated Notes due 2025 (the "Exchangeable Notes"), which became exchangeable into the Issuer's Ordinary Shares at the option of the holder on January 21, 2021. On February 11, 2021, all of the Exchangeable Notes held by the Reporting Persons (inclusive of accrued interest) were exchanged for 20,619,949 Ordinary Shares. F2 · ownership.nature: (continued from footnote 1) As a result of the exchange (i) Sarissa Capital Offshore Master Fund LP, a Cayman Islands exempted limited partnership ("Sarissa Offshore"), was the direct beneficial owner of 12,126,791, (ii) Sarissa Capital Catapult Fund LLC, a Delaware limited liability company ("Sarissa Catapult") was the direct beneficial owner of 4,727,467 Ordinary Shares, (iii) Sarissa Capital Hawkeye Fund LP, a Delaware limited partnership ("Sarissa Hawkeye") was the direct beneficial owner of 3,520,513 Ordinary Shares and (iv) Sarissa Capital Master Fund II, a Delaware limited partnership ("Sarissa Master II" and, together with Sarissa Offshore, Sarissa Catapult, and Sarissa Hawkeye, the "Sarissa Funds") was the direct beneficial owner of 245,178 Ordinary Shares. F4 · ownership.nature: On February 12, 2021, the Reporting Persons sold, in the aggregate 10,619,949 Ordinary Shares at a volume weighted average price of $2.27 per share. These shares were sold in multiple open market transactions at prices ranging from $2.24 to $2.27. Of the aggregate amount of Ordinary Shares sold on February 12, 2021 by the Reporting Persons (i) Sarissa Offshore sold 6,245,491 Ordinary Shares, (ii) Sarissa Catapult sold 2,434,767 Ordinary Shares, (iii) Sarissa Hawkeye sold 1,813,213 Ordinary Shares and (iv) Sarissa Master II sold 126,478 Ordinary Shares. F5 · ownership.nature: The Reporting Persons undertake to provide any securityholder of the Issuer, the Issuer or the SEC Staff, upon request, full information regarding the number of shares traded at each separate price within the ranges set forth in this footnote to this Form 4. F6 · ownership.nature: Sarissa Capital Management LP, a Delaware limited partnership ("Sarissa Capital"), is the investment advisor to the Sarissa Funds and may be deemed to have beneficial ownership over the Ordinary Shares directly beneficially owned by the Sarissa Funds by virtue of the authority granted to it to vote and to dispose of the securities held by them, including the Ordinary Shares. Alexander J. Denner, Ph.D., a citizen of the United States of America ("Dr. Denner"), is the Chief Investment Officer of Sarissa Capital and the ultimate general partner of Sarissa Capital, Sarissa Offshore, Sarissa Hawkeye, Sarissa Master II, and the managing member of Sarissa Catapult is controlled by Dr. Denner; accordingly, Dr. Denner may be deemed to have beneficial ownership over the Ordinary Shares directly beneficially owned by the Sarissa Funds by virtue of such positions. F7 · ownership.nature: Each of Dr. Denner, Sarissa Capital, Sarissa Offshore, Sarissa Catapult, Sarissa Hawkeye and Sarissa Master II disclaims beneficial ownership of the Ordinary Shares except, in each case, to the extent of their pecuniary interest therein. Read SEC document |
| February 11, 2021 Filed Feb 12, 2021 20:22 UTC | Iterum Therapeutics plc ITRM · Entity 72802 | Conversion6.500% Exchangeable Senior Subordinated Note due 2025 · Derivative | 15,000,000 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000899243-21-006406 · doc4.xml · derivative · entry 4 DENNER ALEXANDER J · CIK 0001361754 · 10% owner Sarissa Capital Management LP · CIK 0001577524 · 10% owner Sarissa Capital Offshore Master Fund LP · CIK 0001577530 · 10% owner Sarissa Capital Catapult Fund LLC · CIK 0001716725 · 10% owner Sarissa Capital Hawkeye Fund LP · CIK 0001777184 · 10% owner Sarissa Capital Master Fund II LP · CIK 0001811636 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · See Footnotes Disclosed balance after: 0 Underlying: Ordinary Shares · 20,619,949 shares Expires 2025-01-31 Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F1 · derivative.exercise_price: Dr. Denner, Sarissa Capital and the Sarissa Funds (each as defined below and, collectively, the "Reporting Persons") beneficially owned $15,00,000 principal amount of the Issuer's 6.500% Exchangeable Senior Subordinated Notes due 2025 (the "Exchangeable Notes"), which became exchangeable into the Issuer's Ordinary Shares at the option of the holder on January 21, 2021. On February 11, 2021, all of the Exchangeable Notes held by the Reporting Persons (inclusive of accrued interest) were exchanged for 20,619,949 Ordinary Shares. F1 · price: Dr. Denner, Sarissa Capital and the Sarissa Funds (each as defined below and, collectively, the "Reporting Persons") beneficially owned $15,00,000 principal amount of the Issuer's 6.500% Exchangeable Senior Subordinated Notes due 2025 (the "Exchangeable Notes"), which became exchangeable into the Issuer's Ordinary Shares at the option of the holder on January 21, 2021. On February 11, 2021, all of the Exchangeable Notes held by the Reporting Persons (inclusive of accrued interest) were exchanged for 20,619,949 Ordinary Shares. F2 · price: (continued from footnote 1) As a result of the exchange (i) Sarissa Capital Offshore Master Fund LP, a Cayman Islands exempted limited partnership ("Sarissa Offshore"), was the direct beneficial owner of 12,126,791, (ii) Sarissa Capital Catapult Fund LLC, a Delaware limited liability company ("Sarissa Catapult") was the direct beneficial owner of 4,727,467 Ordinary Shares, (iii) Sarissa Capital Hawkeye Fund LP, a Delaware limited partnership ("Sarissa Hawkeye") was the direct beneficial owner of 3,520,513 Ordinary Shares and (iv) Sarissa Capital Master Fund II, a Delaware limited partnership ("Sarissa Master II" and, together with Sarissa Offshore, Sarissa Catapult, and Sarissa Hawkeye, the "Sarissa Funds") was the direct beneficial owner of 245,178 Ordinary Shares. F1 · ownership.nature: Dr. Denner, Sarissa Capital and the Sarissa Funds (each as defined below and, collectively, the "Reporting Persons") beneficially owned $15,00,000 principal amount of the Issuer's 6.500% Exchangeable Senior Subordinated Notes due 2025 (the "Exchangeable Notes"), which became exchangeable into the Issuer's Ordinary Shares at the option of the holder on January 21, 2021. On February 11, 2021, all of the Exchangeable Notes held by the Reporting Persons (inclusive of accrued interest) were exchanged for 20,619,949 Ordinary Shares. F2 · ownership.nature: (continued from footnote 1) As a result of the exchange (i) Sarissa Capital Offshore Master Fund LP, a Cayman Islands exempted limited partnership ("Sarissa Offshore"), was the direct beneficial owner of 12,126,791, (ii) Sarissa Capital Catapult Fund LLC, a Delaware limited liability company ("Sarissa Catapult") was the direct beneficial owner of 4,727,467 Ordinary Shares, (iii) Sarissa Capital Hawkeye Fund LP, a Delaware limited partnership ("Sarissa Hawkeye") was the direct beneficial owner of 3,520,513 Ordinary Shares and (iv) Sarissa Capital Master Fund II, a Delaware limited partnership ("Sarissa Master II" and, together with Sarissa Offshore, Sarissa Catapult, and Sarissa Hawkeye, the "Sarissa Funds") was the direct beneficial owner of 245,178 Ordinary Shares. F5 · ownership.nature: The Reporting Persons undertake to provide any securityholder of the Issuer, the Issuer or the SEC Staff, upon request, full information regarding the number of shares traded at each separate price within the ranges set forth in this footnote to this Form 4. F6 · ownership.nature: Sarissa Capital Management LP, a Delaware limited partnership ("Sarissa Capital"), is the investment advisor to the Sarissa Funds and may be deemed to have beneficial ownership over the Ordinary Shares directly beneficially owned by the Sarissa Funds by virtue of the authority granted to it to vote and to dispose of the securities held by them, including the Ordinary Shares. Alexander J. Denner, Ph.D., a citizen of the United States of America ("Dr. Denner"), is the Chief Investment Officer of Sarissa Capital and the ultimate general partner of Sarissa Capital, Sarissa Offshore, Sarissa Hawkeye, Sarissa Master II, and the managing member of Sarissa Catapult is controlled by Dr. Denner; accordingly, Dr. Denner may be deemed to have beneficial ownership over the Ordinary Shares directly beneficially owned by the Sarissa Funds by virtue of such positions. F7 · ownership.nature: Each of Dr. Denner, Sarissa Capital, Sarissa Offshore, Sarissa Catapult, Sarissa Hawkeye and Sarissa Master II disclaims beneficial ownership of the Ordinary Shares except, in each case, to the extent of their pecuniary interest therein. Read SEC document |
| February 11, 2021 Filed Feb 12, 2021 20:22 UTC | Iterum Therapeutics plc ITRM · Entity 72802 | SaleOrdinary Shares | 10,000,000 | $2.59 | $25,900,000.00 |
DisclosureSEC source: 0000899243-21-006406 · doc4.xml · nonDerivative · entry 2 DENNER ALEXANDER J · CIK 0001361754 · 10% owner Sarissa Capital Management LP · CIK 0001577524 · 10% owner Sarissa Capital Offshore Master Fund LP · CIK 0001577530 · 10% owner Sarissa Capital Catapult Fund LLC · CIK 0001716725 · 10% owner Sarissa Capital Hawkeye Fund LP · CIK 0001777184 · 10% owner Sarissa Capital Master Fund II LP · CIK 0001811636 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · See footnotes Disclosed balance after: 10,619,949 F1 · ownership.nature: Dr. Denner, Sarissa Capital and the Sarissa Funds (each as defined below and, collectively, the "Reporting Persons") beneficially owned $15,00,000 principal amount of the Issuer's 6.500% Exchangeable Senior Subordinated Notes due 2025 (the "Exchangeable Notes"), which became exchangeable into the Issuer's Ordinary Shares at the option of the holder on January 21, 2021. On February 11, 2021, all of the Exchangeable Notes held by the Reporting Persons (inclusive of accrued interest) were exchanged for 20,619,949 Ordinary Shares. F2 · ownership.nature: (continued from footnote 1) As a result of the exchange (i) Sarissa Capital Offshore Master Fund LP, a Cayman Islands exempted limited partnership ("Sarissa Offshore"), was the direct beneficial owner of 12,126,791, (ii) Sarissa Capital Catapult Fund LLC, a Delaware limited liability company ("Sarissa Catapult") was the direct beneficial owner of 4,727,467 Ordinary Shares, (iii) Sarissa Capital Hawkeye Fund LP, a Delaware limited partnership ("Sarissa Hawkeye") was the direct beneficial owner of 3,520,513 Ordinary Shares and (iv) Sarissa Capital Master Fund II, a Delaware limited partnership ("Sarissa Master II" and, together with Sarissa Offshore, Sarissa Catapult, and Sarissa Hawkeye, the "Sarissa Funds") was the direct beneficial owner of 245,178 Ordinary Shares. F3 · ownership.nature: Following the exchange, on February 11, 2021, the Reporting Persons sold, in the aggregate, 10,000,000 Ordinary Shares at a volume weighted average price of $2.59 per share. These shares were sold in multiple open market transactions at prices ranging from $2.58 to $2.70. Of the aggregate amount of Ordinary Shares sold on February 11, 2021 by the Reporting Persons (i) Sarissa Offshore sold 5,881,300 Ordinary Shares, (ii) Sarissa Catapult sold 2,292,700 Ordinary Shares, (iii) Sarissa Hawkeye sold 1,707,300 Ordinary Shares and (iv) Sarissa Master II sold 118,700 Ordinary Shares. F5 · ownership.nature: The Reporting Persons undertake to provide any securityholder of the Issuer, the Issuer or the SEC Staff, upon request, full information regarding the number of shares traded at each separate price within the ranges set forth in this footnote to this Form 4. F6 · ownership.nature: Sarissa Capital Management LP, a Delaware limited partnership ("Sarissa Capital"), is the investment advisor to the Sarissa Funds and may be deemed to have beneficial ownership over the Ordinary Shares directly beneficially owned by the Sarissa Funds by virtue of the authority granted to it to vote and to dispose of the securities held by them, including the Ordinary Shares. Alexander J. Denner, Ph.D., a citizen of the United States of America ("Dr. Denner"), is the Chief Investment Officer of Sarissa Capital and the ultimate general partner of Sarissa Capital, Sarissa Offshore, Sarissa Hawkeye, Sarissa Master II, and the managing member of Sarissa Catapult is controlled by Dr. Denner; accordingly, Dr. Denner may be deemed to have beneficial ownership over the Ordinary Shares directly beneficially owned by the Sarissa Funds by virtue of such positions. F7 · ownership.nature: Each of Dr. Denner, Sarissa Capital, Sarissa Offshore, Sarissa Catapult, Sarissa Hawkeye and Sarissa Master II disclaims beneficial ownership of the Ordinary Shares except, in each case, to the extent of their pecuniary interest therein. Read SEC document |
| February 11, 2021 Filed Feb 12, 2021 20:22 UTC | Iterum Therapeutics plc ITRM · Entity 72802 | ConversionOrdinary Shares | 20,619,949 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000899243-21-006406 · doc4.xml · nonDerivative · entry 1 DENNER ALEXANDER J · CIK 0001361754 · 10% owner Sarissa Capital Management LP · CIK 0001577524 · 10% owner Sarissa Capital Offshore Master Fund LP · CIK 0001577530 · 10% owner Sarissa Capital Catapult Fund LLC · CIK 0001716725 · 10% owner Sarissa Capital Hawkeye Fund LP · CIK 0001777184 · 10% owner Sarissa Capital Master Fund II LP · CIK 0001811636 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · See footnotes Disclosed balance after: 20,616,949 Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F1 · price: Dr. Denner, Sarissa Capital and the Sarissa Funds (each as defined below and, collectively, the "Reporting Persons") beneficially owned $15,00,000 principal amount of the Issuer's 6.500% Exchangeable Senior Subordinated Notes due 2025 (the "Exchangeable Notes"), which became exchangeable into the Issuer's Ordinary Shares at the option of the holder on January 21, 2021. On February 11, 2021, all of the Exchangeable Notes held by the Reporting Persons (inclusive of accrued interest) were exchanged for 20,619,949 Ordinary Shares. F2 · price: (continued from footnote 1) As a result of the exchange (i) Sarissa Capital Offshore Master Fund LP, a Cayman Islands exempted limited partnership ("Sarissa Offshore"), was the direct beneficial owner of 12,126,791, (ii) Sarissa Capital Catapult Fund LLC, a Delaware limited liability company ("Sarissa Catapult") was the direct beneficial owner of 4,727,467 Ordinary Shares, (iii) Sarissa Capital Hawkeye Fund LP, a Delaware limited partnership ("Sarissa Hawkeye") was the direct beneficial owner of 3,520,513 Ordinary Shares and (iv) Sarissa Capital Master Fund II, a Delaware limited partnership ("Sarissa Master II" and, together with Sarissa Offshore, Sarissa Catapult, and Sarissa Hawkeye, the "Sarissa Funds") was the direct beneficial owner of 245,178 Ordinary Shares. F1 · ownership.nature: Dr. Denner, Sarissa Capital and the Sarissa Funds (each as defined below and, collectively, the "Reporting Persons") beneficially owned $15,00,000 principal amount of the Issuer's 6.500% Exchangeable Senior Subordinated Notes due 2025 (the "Exchangeable Notes"), which became exchangeable into the Issuer's Ordinary Shares at the option of the holder on January 21, 2021. On February 11, 2021, all of the Exchangeable Notes held by the Reporting Persons (inclusive of accrued interest) were exchanged for 20,619,949 Ordinary Shares. F2 · ownership.nature: (continued from footnote 1) As a result of the exchange (i) Sarissa Capital Offshore Master Fund LP, a Cayman Islands exempted limited partnership ("Sarissa Offshore"), was the direct beneficial owner of 12,126,791, (ii) Sarissa Capital Catapult Fund LLC, a Delaware limited liability company ("Sarissa Catapult") was the direct beneficial owner of 4,727,467 Ordinary Shares, (iii) Sarissa Capital Hawkeye Fund LP, a Delaware limited partnership ("Sarissa Hawkeye") was the direct beneficial owner of 3,520,513 Ordinary Shares and (iv) Sarissa Capital Master Fund II, a Delaware limited partnership ("Sarissa Master II" and, together with Sarissa Offshore, Sarissa Catapult, and Sarissa Hawkeye, the "Sarissa Funds") was the direct beneficial owner of 245,178 Ordinary Shares. F3 · ownership.nature: Following the exchange, on February 11, 2021, the Reporting Persons sold, in the aggregate, 10,000,000 Ordinary Shares at a volume weighted average price of $2.59 per share. These shares were sold in multiple open market transactions at prices ranging from $2.58 to $2.70. Of the aggregate amount of Ordinary Shares sold on February 11, 2021 by the Reporting Persons (i) Sarissa Offshore sold 5,881,300 Ordinary Shares, (ii) Sarissa Catapult sold 2,292,700 Ordinary Shares, (iii) Sarissa Hawkeye sold 1,707,300 Ordinary Shares and (iv) Sarissa Master II sold 118,700 Ordinary Shares. F6 · ownership.nature: Sarissa Capital Management LP, a Delaware limited partnership ("Sarissa Capital"), is the investment advisor to the Sarissa Funds and may be deemed to have beneficial ownership over the Ordinary Shares directly beneficially owned by the Sarissa Funds by virtue of the authority granted to it to vote and to dispose of the securities held by them, including the Ordinary Shares. Alexander J. Denner, Ph.D., a citizen of the United States of America ("Dr. Denner"), is the Chief Investment Officer of Sarissa Capital and the ultimate general partner of Sarissa Capital, Sarissa Offshore, Sarissa Hawkeye, Sarissa Master II, and the managing member of Sarissa Catapult is controlled by Dr. Denner; accordingly, Dr. Denner may be deemed to have beneficial ownership over the Ordinary Shares directly beneficially owned by the Sarissa Funds by virtue of such positions. F7 · ownership.nature: Each of Dr. Denner, Sarissa Capital, Sarissa Offshore, Sarissa Catapult, Sarissa Hawkeye and Sarissa Master II disclaims beneficial ownership of the Ordinary Shares except, in each case, to the extent of their pecuniary interest therein. Read SEC document |
| December 15, 2020 Filed Dec 17, 2020 21:08 UTC | IRONWOOD PHARMACEUTICALS INC IRWD · Entity 5213 | GrantClass A Common Stock | 661 | $0.00 | $0.00 |
DisclosureSEC source: 0001209191-20-064042 · doc4.xml · nonDerivative · entry 1 DENNER ALEXANDER J · CIK 0001361754 · Director 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 37,844 F1 · kind: Issued pursuant to the Director Compensation Policy, effective May 2019. Read SEC document |
| November 09, 2020 Filed Nov 9, 2020 21:07 UTC | IRONWOOD PHARMACEUTICALS INC IRWD · Entity 5213 | GrantClass A Common Stock | 24,925 | $0.00 | $0.00 |
DisclosureSEC source: 0001209191-20-057438 · doc4.xml · nonDerivative · entry 2 DENNER ALEXANDER J · CIK 0001361754 · Director 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 37,183 F2 · acquired: The restricted stock, granted pursuant to the Director Compensation Policy effective May 2019, vests in three equal installments on the first three anniversaries of the date of grant. Read SEC document |
| November 09, 2020 Filed Nov 9, 2020 21:07 UTC | IRONWOOD PHARMACEUTICALS INC IRWD · Entity 5213 | GrantClass A Common Stock | 12,258 | $0.00 | $0.00 |
DisclosureSEC source: 0001209191-20-057438 · doc4.xml · nonDerivative · entry 1 DENNER ALEXANDER J · CIK 0001361754 · Director 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 12,258 F1 · acquired: The restricted stock, granted pursuant to the Director Compensation Policy effective May 2019, vests in full on the date immediately preceding the date of the annual meeting of stockholders for the next calendar year. Read SEC document |
| October 30, 2020 Filed Nov 3, 2020 22:27 UTC | Sarissa Capital Acquisition Corp. SRSA · Entity 145567 | OtherClass B ordinary shares · Derivative | 31,250 | $0.00 | $0.00 |
DisclosureSEC source: 0000899243-20-030264 · doc4.xml · derivative · entry 1 Sarissa Capital Acquisition Sponsor LLC · CIK 0001821671 · 10% owner Sarissa Capital Management LP · CIK 0001577524 · 10% owner DENNER ALEXANDER J · CIK 0001361754 · 10% owner Sarissa Capital Management GP LLC · CIK 0001577566 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 5,000,000 Underlying: Class A ordinary shares · 5,000,000 shares Expires not disclosed F1 · derivative.exercise_price: As described in the issuer's registration statement on Form S-1 (File No. 333-249171) under the heading "Description of Securities - Founder Shares," Class B ordinary shares of the issuer, par value $0.0001 per share ("Class B Shares"), will automatically convert into Class A ordinary shares of the issuer, par value $0.0001 per share ("Class A Shares"), at the time of the issuer's initial business combination, on a one-for-one basis, subject to certain adjustment, and have no expiration date. F2 · kind: Forfeiture to the issuer for no consideration because the underwriter for the issuer's initial public offering did not fully exercise the over-allotment option. F1 · derivative.exercise_date: As described in the issuer's registration statement on Form S-1 (File No. 333-249171) under the heading "Description of Securities - Founder Shares," Class B ordinary shares of the issuer, par value $0.0001 per share ("Class B Shares"), will automatically convert into Class A ordinary shares of the issuer, par value $0.0001 per share ("Class A Shares"), at the time of the issuer's initial business combination, on a one-for-one basis, subject to certain adjustment, and have no expiration date. F1 · derivative.expiration_date: As described in the issuer's registration statement on Form S-1 (File No. 333-249171) under the heading "Description of Securities - Founder Shares," Class B ordinary shares of the issuer, par value $0.0001 per share ("Class B Shares"), will automatically convert into Class A ordinary shares of the issuer, par value $0.0001 per share ("Class A Shares"), at the time of the issuer's initial business combination, on a one-for-one basis, subject to certain adjustment, and have no expiration date. F3 · ownership.direct: Sarissa Capital Management LP (the "Managing Member") is the managing member of Sarissa Capital Acquisition Sponsor LLC, the reporting person (the "Sponsor"), and as such, has voting and investment discretion with respect to the ordinary shares held of record by the Sponsor and may be deemed to have shared beneficial ownership of the ordinary shares held directly by the Sponsor. The general partner of the Managing Member is Sarissa Capital Management GP LLC, and the managing member of Sarissa Capital Management GP LLC is Alexander Denner. Alexander Denner also serves as the Chairman and Chief Executive Officer of the issuer. Both Sarissa Capital Management GP LLC and Alexander Denner may be deemed to have shared beneficial ownership of the ordinary shares held directly by the Sponsor. F4 · ownership.direct: (continued from footnote 3) Each of the issuer's officers and directors may hold a direct or indirect interest in the Sponsor. Each such person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly. Read SEC document |
| October 23, 2020 Filed Oct 23, 2020 16:14 UTC | Sarissa Capital Acquisition Corp. SRSA · Entity 145567 | PurchaseWarrants to purchase Class A ordinary shares · Derivative | 3,333,333 | $1.50 Strike: $11.50 | $4,999,999.50 |
DisclosureSEC source: 0000899243-20-029153 · doc4.xml · derivative · entry 1 Sarissa Capital Acquisition Sponsor LLC · CIK 0001821671 · 10% owner Sarissa Capital Management LP · CIK 0001577524 · 10% owner DENNER ALEXANDER J · CIK 0001361754 · 10% owner Sarissa Capital Management GP LLC · CIK 0001577566 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 3,333,333 Underlying: Class A ordinary shares · 3,333,333 shares Expires not disclosed F1 · shares: Sarissa Capital Acquisition Sponsor LLC (the "Sponsor") purchased 3,083,333 warrants, as described in the issuer's registration statement on Form S-1 (File No. 333-249171) (the "S-1"), in a private placement of warrants at a price of $1.50 per private placement warrant. Each whole private placement warrant is exercisable to purchase one Class A ordinary share at a price of $11.50 per share. F2 · derivative.exercise_date: The warrants become exercisable on the later of (i) 30 days after the completion of the registrant's initial business combination and (ii) 12 months from the closing of the registrant's initial public offering. F3 · derivative.expiration_date: The warrants expire 5 years after the completion of the registrant's initial business combination or earlier upon redemption or liquidation, as described in the S-1. F4 · ownership.direct: The Sponsor is the reporting person. Sarissa Capital Management LP (the "Managing Member") is the managing member of the Sponsor, and as such, has voting and investment discretion with respect to the ordinary shares held of record by the Sponsor and may be deemed to have shared beneficial ownership of the ordinary shares held directly by the Sponsor. The general partner of the Managing Member is Sarissa Capital Management GP LLC, and the managing member of Sarissa Capital Management GP LLC is Alexander Denner. Alexander Denner also serves as the Chairman and Chief Executive Officer of the issuer. Both Sarissa Capital Management GP LLC and Alexander Denner may be deemed to have shared beneficial ownership of the ordinary shares held directly by the Sponsor. Each of the issuer's officers and directors may hold a direct or indirect interest in the Sponsor. F5 · ownership.direct: (continued from footnote 4) Each such person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly. Read SEC document |
| June 03, 2020 Filed Jun 5, 2020 21:09 UTC | BIOGEN INC. BIIB · Entity 1675 | GrantCommon Stock | 890 | $0.00 | $0.00 |
DisclosureSEC source: 0001127602-20-019014 · form4.xml · nonDerivative · entry 1 DENNER ALEXANDER J · CIK 0001361754 · Director 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 12,954 Read SEC document |
| January 06, 2020 Filed Jan 6, 2020 13:25 UTC | MEDICINES CO /DE MDCO · Entity 152552 | Disposition to issuerStock Option · Derivative | 13,410 | $0.00 Strike: $34.81 | $0.00 |
DisclosureSEC source: 0000950142-20-000042 · es2000127_4-denner.xml · derivative · entry 7 DENNER ALEXANDER J · CIK 0001361754 · Director 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 0 Underlying: Common Stock · 13,410 shares Expires not disclosed F4 · derivative.exercise_date: Pursuant to the Merger Agreement, each option (each an "Option") that was outstanding immediately prior to the consummation of the tender offer by Parent and Purchaser, whether vested or unvested, became fully vested and was canceled as of immediately prior to, and contingent upon, the effective time of the Merger, in exchange for the right to receive an amount in cash equal to the product of (x) the excess (if any) of the Offer Price over the per share exercise price payable in respect of each Share issuable under such Option, multiplied by (y) the number of Shares issuable under such Option. F4 · derivative.expiration_date: Pursuant to the Merger Agreement, each option (each an "Option") that was outstanding immediately prior to the consummation of the tender offer by Parent and Purchaser, whether vested or unvested, became fully vested and was canceled as of immediately prior to, and contingent upon, the effective time of the Merger, in exchange for the right to receive an amount in cash equal to the product of (x) the excess (if any) of the Offer Price over the per share exercise price payable in respect of each Share issuable under such Option, multiplied by (y) the number of Shares issuable under such Option. Read SEC document |
| January 06, 2020 Filed Jan 6, 2020 13:25 UTC | MEDICINES CO /DE MDCO · Entity 152552 | Disposition to issuerStock Option · Derivative | 9,141 | $0.00 Strike: $33.86 | $0.00 |
DisclosureSEC source: 0000950142-20-000042 · es2000127_4-denner.xml · derivative · entry 6 DENNER ALEXANDER J · CIK 0001361754 · Director 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 0 Underlying: Common Stock · 9,141 shares Expires not disclosed F4 · derivative.exercise_date: Pursuant to the Merger Agreement, each option (each an "Option") that was outstanding immediately prior to the consummation of the tender offer by Parent and Purchaser, whether vested or unvested, became fully vested and was canceled as of immediately prior to, and contingent upon, the effective time of the Merger, in exchange for the right to receive an amount in cash equal to the product of (x) the excess (if any) of the Offer Price over the per share exercise price payable in respect of each Share issuable under such Option, multiplied by (y) the number of Shares issuable under such Option. F4 · derivative.expiration_date: Pursuant to the Merger Agreement, each option (each an "Option") that was outstanding immediately prior to the consummation of the tender offer by Parent and Purchaser, whether vested or unvested, became fully vested and was canceled as of immediately prior to, and contingent upon, the effective time of the Merger, in exchange for the right to receive an amount in cash equal to the product of (x) the excess (if any) of the Offer Price over the per share exercise price payable in respect of each Share issuable under such Option, multiplied by (y) the number of Shares issuable under such Option. Read SEC document |
| January 06, 2020 Filed Jan 6, 2020 13:25 UTC | MEDICINES CO /DE MDCO · Entity 152552 | Disposition to issuerStock Option · Derivative | 8,577 | $0.00 Strike: $39.39 | $0.00 |
DisclosureSEC source: 0000950142-20-000042 · es2000127_4-denner.xml · derivative · entry 5 DENNER ALEXANDER J · CIK 0001361754 · Director 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 0 Underlying: Common Stock · 8,577 shares Expires not disclosed F4 · derivative.exercise_date: Pursuant to the Merger Agreement, each option (each an "Option") that was outstanding immediately prior to the consummation of the tender offer by Parent and Purchaser, whether vested or unvested, became fully vested and was canceled as of immediately prior to, and contingent upon, the effective time of the Merger, in exchange for the right to receive an amount in cash equal to the product of (x) the excess (if any) of the Offer Price over the per share exercise price payable in respect of each Share issuable under such Option, multiplied by (y) the number of Shares issuable under such Option. F4 · derivative.expiration_date: Pursuant to the Merger Agreement, each option (each an "Option") that was outstanding immediately prior to the consummation of the tender offer by Parent and Purchaser, whether vested or unvested, became fully vested and was canceled as of immediately prior to, and contingent upon, the effective time of the Merger, in exchange for the right to receive an amount in cash equal to the product of (x) the excess (if any) of the Offer Price over the per share exercise price payable in respect of each Share issuable under such Option, multiplied by (y) the number of Shares issuable under such Option. Read SEC document |
| January 06, 2020 Filed Jan 6, 2020 13:25 UTC | MEDICINES CO /DE MDCO · Entity 152552 | Disposition to issuerStock Option · Derivative | 9,700 | $0.00 Strike: $37.22 | $0.00 |
DisclosureSEC source: 0000950142-20-000042 · es2000127_4-denner.xml · derivative · entry 4 DENNER ALEXANDER J · CIK 0001361754 · Director 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 0 Underlying: Common Stock · 9,700 shares Expires not disclosed F4 · derivative.exercise_date: Pursuant to the Merger Agreement, each option (each an "Option") that was outstanding immediately prior to the consummation of the tender offer by Parent and Purchaser, whether vested or unvested, became fully vested and was canceled as of immediately prior to, and contingent upon, the effective time of the Merger, in exchange for the right to receive an amount in cash equal to the product of (x) the excess (if any) of the Offer Price over the per share exercise price payable in respect of each Share issuable under such Option, multiplied by (y) the number of Shares issuable under such Option. F4 · derivative.expiration_date: Pursuant to the Merger Agreement, each option (each an "Option") that was outstanding immediately prior to the consummation of the tender offer by Parent and Purchaser, whether vested or unvested, became fully vested and was canceled as of immediately prior to, and contingent upon, the effective time of the Merger, in exchange for the right to receive an amount in cash equal to the product of (x) the excess (if any) of the Offer Price over the per share exercise price payable in respect of each Share issuable under such Option, multiplied by (y) the number of Shares issuable under such Option. Read SEC document |
| January 06, 2020 Filed Jan 6, 2020 13:25 UTC | MEDICINES CO /DE MDCO · Entity 152552 | Disposition to issuerStock Option · Derivative | 27,230 | $0.00 Strike: $32.86 | $0.00 |
DisclosureSEC source: 0000950142-20-000042 · es2000127_4-denner.xml · derivative · entry 3 DENNER ALEXANDER J · CIK 0001361754 · Director 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 0 Underlying: Common Stock · 27,230 shares Expires not disclosed F4 · derivative.exercise_date: Pursuant to the Merger Agreement, each option (each an "Option") that was outstanding immediately prior to the consummation of the tender offer by Parent and Purchaser, whether vested or unvested, became fully vested and was canceled as of immediately prior to, and contingent upon, the effective time of the Merger, in exchange for the right to receive an amount in cash equal to the product of (x) the excess (if any) of the Offer Price over the per share exercise price payable in respect of each Share issuable under such Option, multiplied by (y) the number of Shares issuable under such Option. F4 · derivative.expiration_date: Pursuant to the Merger Agreement, each option (each an "Option") that was outstanding immediately prior to the consummation of the tender offer by Parent and Purchaser, whether vested or unvested, became fully vested and was canceled as of immediately prior to, and contingent upon, the effective time of the Merger, in exchange for the right to receive an amount in cash equal to the product of (x) the excess (if any) of the Offer Price over the per share exercise price payable in respect of each Share issuable under such Option, multiplied by (y) the number of Shares issuable under such Option. Read SEC document |
| January 06, 2020 Filed Jan 6, 2020 13:25 UTC | MEDICINES CO /DE MDCO · Entity 152552 | Disposition to issuerCommon Stock | 4,202,000 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000950142-20-000042 · es2000127_4-denner.xml · nonDerivative · entry 2 DENNER ALEXANDER J · CIK 0001361754 · Director 10b5-1 filing: Not disclosed Ownership: Indirect · See Footnote Disclosed balance after: 0 F1 · price: Pursuant to the Agreement and Plan of Merger, dated as of November 23, 2019 (the "Merger Agreement"), by and among the Company, Novartis AG ("Parent") and Medusa Merger Corporation ("Purchaser"), on January 6, 2020, Purchaser was merged with and into the Company (the "Merger"), with the Company surviving the Merger as an indirect wholly-owned subsidiary of Parent. Pursuant to the Merger Agreement, at the effective time of the Merger, each share of common stock, par value $0.001 per share, of the Company (each a "Share") was converted into the right to receive $85.00 per Share, net to the seller in cash (the "Offer Price"). F3 · ownership.nature: The shares reported herein as being indirectly beneficially owned by Dr. Denner are directly beneficially owned by funds managed and/or controlled by Sarissa Capital Management LP. Dr. Denner is the Chief Investment Officer of Sarissa Capital Management LP and controls the general partner of Sarissa Capital Management LP. By virtue of the foregoing, Dr. Denner may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 of the Securities Exchange Act of 1934, as amended) these shares. Dr. Denner disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein. Read SEC document |
| January 06, 2020 Filed Jan 6, 2020 13:25 UTC | MEDICINES CO /DE MDCO · Entity 152552 | Disposition to issuerCommon Stock | 85,813 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000950142-20-000042 · es2000127_4-denner.xml · nonDerivative · entry 1 DENNER ALEXANDER J · CIK 0001361754 · Director 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 0 F1 · price: Pursuant to the Agreement and Plan of Merger, dated as of November 23, 2019 (the "Merger Agreement"), by and among the Company, Novartis AG ("Parent") and Medusa Merger Corporation ("Purchaser"), on January 6, 2020, Purchaser was merged with and into the Company (the "Merger"), with the Company surviving the Merger as an indirect wholly-owned subsidiary of Parent. Pursuant to the Merger Agreement, at the effective time of the Merger, each share of common stock, par value $0.001 per share, of the Company (each a "Share") was converted into the right to receive $85.00 per Share, net to the seller in cash (the "Offer Price"). F2 · price: The number of Shares reported includes 3,663 unvested restricted Shares (each a "Restricted Share"). Each Restricted Share that was outstanding immediately prior to the consummation of the tender offer by Parent and Purchaser automatically became fully vested as of immediately prior to, and contingent upon, the effective time of the Merger and was treated in the same manner as an outstanding Share. Read SEC document |
| December 24, 2019 Filed Jan 4, 2020 02:53 UTC | Regulus Therapeutics Inc. RGLS · Entity 78034 | PurchaseWarrants to Purchase Common Stock · Derivative | 4,231,620 | Not disclosed Strike: $6.66 | Not disclosed |
DisclosureSEC source: 0001567619-20-000438 · doc1.xml · derivative · entry 2 DENNER ALEXANDER J · CIK 0001361754 · 10% owner Sarissa Capital Management LP · CIK 0001577524 · 10% owner Sarissa Capital Offshore Master Fund LP · CIK 0001577530 · 10% owner Sarissa Capital Catapult Fund LLC · CIK 0001716725 · 10% owner Sarissa Capital Hawkeye Fund LP · CIK 0001777184 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · See Footnotes Disclosed balance after: 6,083,471 Underlying: Common Stock · 4,231,620 shares Expires 2024-12-24 F1 · price: See Exhibit 99.1. F1 · ownership.nature: See Exhibit 99.1. F2 · ownership.nature: See Exhibit 99.1. F3 · ownership.nature: See Exhibit 99.1. Read SEC document |
| December 24, 2019 Filed Jan 4, 2020 02:53 UTC | Regulus Therapeutics Inc. RGLS · Entity 78034 | PurchaseClass A-2 Convertible Preferred Stock · Derivative | 423,162 | Not disclosed Strike: $0.67 | Not disclosed |
DisclosureSEC source: 0001567619-20-000438 · doc1.xml · derivative · entry 1 DENNER ALEXANDER J · CIK 0001361754 · 10% owner Sarissa Capital Management LP · CIK 0001577524 · 10% owner Sarissa Capital Offshore Master Fund LP · CIK 0001577530 · 10% owner Sarissa Capital Catapult Fund LLC · CIK 0001716725 · 10% owner Sarissa Capital Hawkeye Fund LP · CIK 0001777184 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · See Footnotes Disclosed balance after: 423,162 Underlying: Common Stock · 4,231,620 shares Expires not disclosed F1 · price: See Exhibit 99.1. F1 · derivative.exercise_date: See Exhibit 99.1. F1 · derivative.expiration_date: See Exhibit 99.1. F1 · derivative.underlying_shares: See Exhibit 99.1. F1 · ownership.nature: See Exhibit 99.1. F2 · ownership.nature: See Exhibit 99.1. F3 · ownership.nature: See Exhibit 99.1. Read SEC document |
| June 28, 2019 Filed Jun 28, 2019 20:19 UTC | MEDICINES CO /DE MDCO · Entity 152552 | PurchaseCommon Stock | 50,000 | $33.00 | $1,650,000.00 |
DisclosureSEC source: 0000950142-19-001465 · eh1900877_4.xml · nonDerivative · entry 2 DENNER ALEXANDER J · CIK 0001361754 · Director 10b5-1 filing: Not disclosed Ownership: Indirect · See footnote Disclosed balance after: 4,202,000 F1 · ownership.nature: The shares reported herein as being indirectly beneficially owned by Dr. Denner are directly beneficially owned by funds managed and/or controlled by Sarissa Capital Management LP. Dr. Denner is the Chief Investment Officer of Sarissa Capital Management LP and controls the general partner of Sarissa Capital Management LP. By virtue of the foregoing, Dr. Denner may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 of the Securities Exchange Act of 1934, as amended) these shares. Dr. Denner disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein. Read SEC document |
| June 19, 2019 Filed Jun 20, 2019 21:47 UTC | BIOGEN INC. BIIB · Entity 1675 | GrantCommon Stock | 1,155 | $0.00 | $0.00 |
DisclosureSEC source: 0001127602-19-022414 · form4.xml · nonDerivative · entry 1 DENNER ALEXANDER J · CIK 0001361754 · Director 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 12,064 Read SEC document |
| May 30, 2019 Filed May 31, 2019 07:31 UTC | MEDICINES CO /DE MDCO · Entity 152552 | PurchaseCommon Stock | 50,000 | $34.81 | $1,740,500.00 |
DisclosureSEC source: 0001179110-19-006871 · edgar.xml · nonDerivative · entry 2 DENNER ALEXANDER J · CIK 0001361754 · Director 10b5-1 filing: Not disclosed Ownership: Indirect · See footnote Disclosed balance after: 4,152,000 F1 · ownership.nature: The shares reported herein as being indirectly beneficially owned by Dr. Denner are directly beneficially owned by funds managed and/or controlled by Sarissa Capital Management LP. Dr. Denner is the Chief Investment Officer of Sarissa Capital Management LP and controls the general partner of Sarissa Capital Management LP. By virtue of the foregoing, Dr. Denner may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 of the Securities Exchange Act of 1934, as amended) these shares. Dr. Denner disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein. Read SEC document |
| May 30, 2019 Filed Jun 3, 2019 17:09 UTC | MEDICINES CO /DE MDCO · Entity 152552 | GrantStock Option (right-to-buy) · Derivative | 13,410 | $0.00 Strike: $34.81 | $0.00 |
DisclosureSEC source: 0001179110-19-007024 · edgar.xml · derivative · entry 3 DENNER ALEXANDER J · CIK 0001361754 · Director 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 13,410 Underlying: Common Stock · 13,410 shares Expires 2029-05-30 F3 · derivative.exercise_date: The option vests in one installment on May 30, 2020 and was made as part of and pursuant to Issuer's director compensation package. Read SEC document |
| May 30, 2019 Filed Jun 3, 2019 17:09 UTC | MEDICINES CO /DE MDCO · Entity 152552 | GrantCommon Stock | 3,663 | $0.00 | $0.00 |
DisclosureSEC source: 0001179110-19-007024 · edgar.xml · nonDerivative · entry 1 DENNER ALEXANDER J · CIK 0001361754 · Director 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 14,092 F1 · shares: This restricted stock award vests on May 30, 2020 and was made as part of and pursuant to Issuer's director compensation package. Read SEC document |
| May 29, 2019 Filed May 31, 2019 07:31 UTC | MEDICINES CO /DE MDCO · Entity 152552 | PurchaseCommon Stock | 35,000 | $34.85 | $1,219,750.00 |
DisclosureSEC source: 0001179110-19-006871 · edgar.xml · nonDerivative · entry 1 DENNER ALEXANDER J · CIK 0001361754 · Director 10b5-1 filing: Not disclosed Ownership: Indirect · See footnote Disclosed balance after: 4,102,000 F1 · ownership.nature: The shares reported herein as being indirectly beneficially owned by Dr. Denner are directly beneficially owned by funds managed and/or controlled by Sarissa Capital Management LP. Dr. Denner is the Chief Investment Officer of Sarissa Capital Management LP and controls the general partner of Sarissa Capital Management LP. By virtue of the foregoing, Dr. Denner may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 of the Securities Exchange Act of 1934, as amended) these shares. Dr. Denner disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein. Read SEC document |
| May 22, 2019 Filed May 22, 2019 17:56 UTC | MEDICINES CO /DE MDCO · Entity 152552 | PurchaseCommon Stock | 139,000 | $33.13 | $4,605,070.00 |
DisclosureSEC source: 0001179110-19-006513 · edgar.xml · nonDerivative · entry 3 DENNER ALEXANDER J · CIK 0001361754 · Director 10b5-1 filing: Not disclosed Ownership: Indirect · See footnote Disclosed balance after: 4,067,000 F1 · ownership.nature: The shares reported herein as being indirectly beneficially owned by Dr. Denner are directly beneficially owned by funds managed and/or controlled by Sarissa Capital Management LP. Dr. Denner is the Chief Investment Officer of Sarissa Capital Management LP and controls the general partner of Sarissa Capital Management LP. By virtue of the foregoing, Dr. Denner may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 of the Securities Exchange Act of 1934, as amended) these shares. Dr. Denner disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein. Read SEC document |
| May 21, 2019 Filed May 22, 2019 17:56 UTC | MEDICINES CO /DE MDCO · Entity 152552 | PurchaseCommon Stock | 132,000 | $33.95 | $4,481,400.00 |
DisclosureSEC source: 0001179110-19-006513 · edgar.xml · nonDerivative · entry 2 DENNER ALEXANDER J · CIK 0001361754 · Director 10b5-1 filing: Not disclosed Ownership: Indirect · See footnote Disclosed balance after: 3,928,000 F1 · ownership.nature: The shares reported herein as being indirectly beneficially owned by Dr. Denner are directly beneficially owned by funds managed and/or controlled by Sarissa Capital Management LP. Dr. Denner is the Chief Investment Officer of Sarissa Capital Management LP and controls the general partner of Sarissa Capital Management LP. By virtue of the foregoing, Dr. Denner may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 of the Securities Exchange Act of 1934, as amended) these shares. Dr. Denner disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein. Read SEC document |
| May 20, 2019 Filed May 22, 2019 17:56 UTC | MEDICINES CO /DE MDCO · Entity 152552 | PurchaseCommon Stock | 160,000 | $34.50 | $5,520,000.00 |
DisclosureSEC source: 0001179110-19-006513 · edgar.xml · nonDerivative · entry 1 DENNER ALEXANDER J · CIK 0001361754 · Director 10b5-1 filing: Not disclosed Ownership: Indirect · See footnote Disclosed balance after: 3,796,000 F1 · ownership.nature: The shares reported herein as being indirectly beneficially owned by Dr. Denner are directly beneficially owned by funds managed and/or controlled by Sarissa Capital Management LP. Dr. Denner is the Chief Investment Officer of Sarissa Capital Management LP and controls the general partner of Sarissa Capital Management LP. By virtue of the foregoing, Dr. Denner may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 of the Securities Exchange Act of 1934, as amended) these shares. Dr. Denner disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein. Read SEC document |
| May 02, 2019 Filed May 2, 2019 21:06 UTC | BIOGEN INC. BIIB · Entity 1675 | PurchaseCommon Stock | 38,000 | $231.24 | $8,787,120.00 |
DisclosureSEC source: 0001127602-19-017009 · form4.xml · nonDerivative · entry 3 DENNER ALEXANDER J · CIK 0001361754 · Director 10b5-1 filing: Not disclosed Ownership: Indirect · See Footnotes Disclosed balance after: 643,000 F1 · ownership.nature: Dr. Denner disclaims beneficial ownership of the shares being reported on this Form 4 except to the extent of his pecuniary interest therein. F2 · ownership.nature: Sarissa Capital Management LP ("Sarissa Capital") is the investment advisor to certain investment funds, including the funds that directly beneficially own the securities reported herein (the "Sarissa Funds"). Alexander Denner is the Chief Investment Officer of Sarissa Capital and controls the ultimate general partner of the Sarissa Funds. By virtue of the foregoing, Dr. Denner may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 of the Securities Exchange Act of 1934, as amended) the shares that the Sarissa Funds directly beneficially own. Read SEC document |
| May 01, 2019 Filed May 2, 2019 21:06 UTC | BIOGEN INC. BIIB · Entity 1675 | PurchaseCommon Stock | 30,000 | $229.46 | $6,883,800.00 |
DisclosureSEC source: 0001127602-19-017009 · form4.xml · nonDerivative · entry 2 DENNER ALEXANDER J · CIK 0001361754 · Director 10b5-1 filing: Not disclosed Ownership: Indirect · See Footnotes Disclosed balance after: 605,000 F1 · ownership.nature: Dr. Denner disclaims beneficial ownership of the shares being reported on this Form 4 except to the extent of his pecuniary interest therein. F2 · ownership.nature: Sarissa Capital Management LP ("Sarissa Capital") is the investment advisor to certain investment funds, including the funds that directly beneficially own the securities reported herein (the "Sarissa Funds"). Alexander Denner is the Chief Investment Officer of Sarissa Capital and controls the ultimate general partner of the Sarissa Funds. By virtue of the foregoing, Dr. Denner may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 of the Securities Exchange Act of 1934, as amended) the shares that the Sarissa Funds directly beneficially own. Read SEC document |
| April 30, 2019 Filed May 2, 2019 21:06 UTC | BIOGEN INC. BIIB · Entity 1675 | PurchaseCommon Stock | 50,342 | $229.25 | $11,540,903.50 |
DisclosureSEC source: 0001127602-19-017009 · form4.xml · nonDerivative · entry 1 DENNER ALEXANDER J · CIK 0001361754 · Director 10b5-1 filing: Not disclosed Ownership: Indirect · See Footnotes Disclosed balance after: 575,000 F1 · ownership.nature: Dr. Denner disclaims beneficial ownership of the shares being reported on this Form 4 except to the extent of his pecuniary interest therein. F2 · ownership.nature: Sarissa Capital Management LP ("Sarissa Capital") is the investment advisor to certain investment funds, including the funds that directly beneficially own the securities reported herein (the "Sarissa Funds"). Alexander Denner is the Chief Investment Officer of Sarissa Capital and controls the ultimate general partner of the Sarissa Funds. By virtue of the foregoing, Dr. Denner may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 of the Securities Exchange Act of 1934, as amended) the shares that the Sarissa Funds directly beneficially own. Read SEC document |
| March 06, 2019 Filed Mar 8, 2019 13:13 UTC | MEDICINES CO /DE MDCO · Entity 152552 | PurchaseCommon Stock | 248,100 | $24.91 | $6,180,171.00 |
DisclosureSEC source: 0001179110-19-003591 · edgar.xml · nonDerivative · entry 1 DENNER ALEXANDER J · CIK 0001361754 · Director 10b5-1 filing: Not disclosed Ownership: Indirect · See footnote Disclosed balance after: 3,636,000 F1 · price: Represents the weighted average purchase price of the shares purchased ranging from a low of $24.84 to a high of $24.92 per share. The undersigned undertakes, upon request by the Commission staff, the issuer or a security holder of the issuer, to provide full information regarding the number of shares purchased at each separate price. F2 · ownership.nature: The shares reported herein as being indirectly beneficially owned by Dr. Denner are directly beneficially owned by funds managed and/or controlled by Sarissa Capital Management LP. Dr. Denner is the Chief Investment Officer of Sarissa Capital Management LP and controls the general partner of Sarissa Capital Management LP. By virtue of the foregoing, Dr. Denner may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 of the Securities Exchange Act of 1934, as amended) these shares. Dr. Denner disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein. Read SEC document |
| March 05, 2019 Filed Mar 5, 2019 17:14 UTC | MEDICINES CO /DE MDCO · Entity 152552 | PurchaseCommon Stock | 181,900 | $26.07 | $4,742,133.00 |
DisclosureSEC source: 0001179110-19-003300 · edgar.xml · nonDerivative · entry 3 DENNER ALEXANDER J · CIK 0001361754 · Director 10b5-1 filing: Not disclosed Ownership: Indirect · See footnote Disclosed balance after: 3,387,900 F2 · ownership.nature: The shares reported herein as being indirectly beneficially owned by Dr. Denner are directly beneficially owned by funds managed and/or controlled by Sarissa Capital Management LP. Dr. Denner is the Chief Investment Officer of Sarissa Capital Management LP and controls the general partner of Sarissa Capital Management LP. By virtue of the foregoing, Dr. Denner may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 of the Securities Exchange Act of 1934, as amended) these shares. Dr. Denner disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein. Read SEC document |
| March 04, 2019 Filed Mar 5, 2019 17:14 UTC | MEDICINES CO /DE MDCO · Entity 152552 | PurchaseCommon Stock | 325,000 | $25.45 | $8,271,250.00 |
DisclosureSEC source: 0001179110-19-003300 · edgar.xml · nonDerivative · entry 2 DENNER ALEXANDER J · CIK 0001361754 · Director 10b5-1 filing: Not disclosed Ownership: Indirect · See footnote Disclosed balance after: 3,206,000 F3 · price: Represents the weighted average purchase price of the shares purchased ranging from a low of $25.40 to a high of $25.48 per share. The undersigned undertakes, upon request by the Commission staff, the issuer or a security holder of the issuer, to provide full information regarding the number of shares purchased at each separate price. F2 · ownership.nature: The shares reported herein as being indirectly beneficially owned by Dr. Denner are directly beneficially owned by funds managed and/or controlled by Sarissa Capital Management LP. Dr. Denner is the Chief Investment Officer of Sarissa Capital Management LP and controls the general partner of Sarissa Capital Management LP. By virtue of the foregoing, Dr. Denner may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 of the Securities Exchange Act of 1934, as amended) these shares. Dr. Denner disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein. Read SEC document |
| March 01, 2019 Filed Mar 5, 2019 17:14 UTC | MEDICINES CO /DE MDCO · Entity 152552 | PurchaseCommon Stock | 100,000 | $25.15 | $2,515,000.00 |
DisclosureSEC source: 0001179110-19-003300 · edgar.xml · nonDerivative · entry 1 DENNER ALEXANDER J · CIK 0001361754 · Director 10b5-1 filing: Not disclosed Ownership: Indirect · See footnote Disclosed balance after: 2,881,000 F1 · price: Represents the weighted average purchase price of the shares purchased ranging from a low of $25.11 to a high of $25.20 per share. The undersigned undertakes, upon request by the Commission staff, the issuer or a security holder of the issuer, to provide full information regarding the number of shares purchased at each separate price. F2 · ownership.nature: The shares reported herein as being indirectly beneficially owned by Dr. Denner are directly beneficially owned by funds managed and/or controlled by Sarissa Capital Management LP. Dr. Denner is the Chief Investment Officer of Sarissa Capital Management LP and controls the general partner of Sarissa Capital Management LP. By virtue of the foregoing, Dr. Denner may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 of the Securities Exchange Act of 1934, as amended) these shares. Dr. Denner disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein. Read SEC document |
| February 01, 2019 Filed Feb 1, 2019 21:19 UTC | BIOGEN INC. BIIB · Entity 1675 | PurchaseCommon Stock | 7,000 | $328.45 | $2,299,162.60 |
DisclosureSEC source: 0001127602-19-003363 · form4.xml · nonDerivative · entry 3 DENNER ALEXANDER J · CIK 0001361754 · Director 10b5-1 filing: Not disclosed Ownership: Indirect · See Footnotes Disclosed balance after: 524,658 F1 · ownership.nature: Dr. Denner disclaims beneficial ownership of the shares being reported on this Form 4 except to the extent of his pecuniary interest therein. F2 · ownership.nature: Sarissa Capital Management GP LLC, a Delaware limited liability company ("Sarissa Capital GP"), is the general partner of Sarissa Capital Management LP, a Delaware limited partnership ("Sarissa Capital"), the investment advisor to certain investment funds. Alexander Denner is the Chief Investment Officer of Sarissa Capital and the managing member of Sarissa Capital GP. By virtue of the foregoing, Dr. Denner may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 of the Securities Exchange Act of 1934, as amended) the shares that those funds directly beneficially own. Read SEC document |
| January 31, 2019 Filed Feb 1, 2019 21:19 UTC | BIOGEN INC. BIIB · Entity 1675 | PurchaseCommon Stock | 25,800 | $330.52 | $8,527,392.78 |
DisclosureSEC source: 0001127602-19-003363 · form4.xml · nonDerivative · entry 2 DENNER ALEXANDER J · CIK 0001361754 · Director 10b5-1 filing: Not disclosed Ownership: Indirect · See Footnotes Disclosed balance after: 517,658 F1 · ownership.nature: Dr. Denner disclaims beneficial ownership of the shares being reported on this Form 4 except to the extent of his pecuniary interest therein. F2 · ownership.nature: Sarissa Capital Management GP LLC, a Delaware limited liability company ("Sarissa Capital GP"), is the general partner of Sarissa Capital Management LP, a Delaware limited partnership ("Sarissa Capital"), the investment advisor to certain investment funds. Alexander Denner is the Chief Investment Officer of Sarissa Capital and the managing member of Sarissa Capital GP. By virtue of the foregoing, Dr. Denner may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 of the Securities Exchange Act of 1934, as amended) the shares that those funds directly beneficially own. Read SEC document |
| January 30, 2019 Filed Feb 1, 2019 21:19 UTC | BIOGEN INC. BIIB · Entity 1675 | PurchaseCommon Stock | 30,000 | $324.86 | $9,745,851.00 |
DisclosureSEC source: 0001127602-19-003363 · form4.xml · nonDerivative · entry 1 DENNER ALEXANDER J · CIK 0001361754 · Director 10b5-1 filing: Not disclosed Ownership: Indirect · See Footnotes Disclosed balance after: 491,858 F1 · ownership.nature: Dr. Denner disclaims beneficial ownership of the shares being reported on this Form 4 except to the extent of his pecuniary interest therein. F2 · ownership.nature: Sarissa Capital Management GP LLC, a Delaware limited liability company ("Sarissa Capital GP"), is the general partner of Sarissa Capital Management LP, a Delaware limited partnership ("Sarissa Capital"), the investment advisor to certain investment funds. Alexander Denner is the Chief Investment Officer of Sarissa Capital and the managing member of Sarissa Capital GP. By virtue of the foregoing, Dr. Denner may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 of the Securities Exchange Act of 1934, as amended) the shares that those funds directly beneficially own. Read SEC document |
| December 20, 2018 Filed Dec 21, 2018 07:30 UTC | MEDICINES CO /DE MDCO · Entity 152552 | PurchaseCommon Stock | 10,000 | $17.89 | $178,900.00 |
DisclosureSEC source: 0001179110-18-014211 · edgar.xml · nonDerivative · entry 1 DENNER ALEXANDER J · CIK 0001361754 · Director 10b5-1 filing: Not disclosed Ownership: Indirect · See footnote Disclosed balance after: 2,781,000 F1 · ownership.nature: All of the shares reported herein as being indirectly beneficially owned by Dr. Denner are directly beneficially owned by funds managed by Sarissa Capital Management LP (such funds, the "Sarissa Funds"). Dr. Denner is the Chief Investment Officer of Sarissa Capital Management LP and the managing member of the general partner of the Sarissa Funds. By virtue of the foregoing, Dr. Denner may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 of the Securities Exchange Act of 1934, as amended) the shares that the Sarissa Funds directly beneficially own. Dr. Denner disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein. Read SEC document |
| December 18, 2018 Filed Dec 18, 2018 16:16 UTC | MEDICINES CO /DE MDCO · Entity 152552 | Purchase3.50% Convertible Senior Notes due 2024 · Derivative | Not disclosed | $20,000,000.00 Strike: $25.19 | $20,000,000.00 |
DisclosureSEC source: 0001179110-18-014054 · edgar.xml · derivative · entry 4 DENNER ALEXANDER J · CIK 0001361754 · Director 10b5-1 filing: Not disclosed Ownership: Indirect · See footnote Disclosed balance after: Not disclosed Underlying: Common Stock · 793,840 shares Expires 2024-01-14 F2 · derivative.exercise_date: Holders may convert the notes at any time prior to the close of business on the business day immediately preceding 10/15/23 only under the following circumstances: (1) during any calendar quarter commencing on or after 3/31/19 (and only during such calendar quarter), if the last reported sale price of our common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; (2) during the 5 business day period after any 5 consecutive trading day period (the measurement period) in which the trading price per $1,000 principal amount of notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of our common stock and the conversion rate on each such trading day; or (3) upon the occurrence of specified corporate events. F3 · derivative.expiration_date: On or after October 15, 2023, until the close of business on the business day immediately preceding the maturity date (i.e., until and including January 14, 2024), holders may convert their notes at any time, regardless of the foregoing circumstances. F1 · ownership.nature: All of the shares and notes reported herein as being indirectly beneficially owned by Dr. Denner are directly beneficially owned by funds managed by Sarissa Capital Management LP (such funds, the "Sarissa Funds"). Dr. Denner is the Chief Investment Officer of Sarissa Capital Management LP and the managing member of the general partner of the Sarissa Funds. By virtue of the foregoing, Dr. Denner may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 of the Securities Exchange Act of 1934, as amended) the shares and notes that the Sarissa Funds directly beneficially own. Dr. Denner disclaims beneficial ownership of these shares and notes except to the extent of his pecuniary interest therein. Read SEC document |
| December 18, 2018 Filed Dec 18, 2018 16:16 UTC | MEDICINES CO /DE MDCO · Entity 152552 | PurchaseCommon Stock | 10,000 | $18.18 | $181,800.00 |
DisclosureSEC source: 0001179110-18-014054 · edgar.xml · nonDerivative · entry 2 DENNER ALEXANDER J · CIK 0001361754 · Director 10b5-1 filing: Not disclosed Ownership: Indirect · See footnote Disclosed balance after: 2,771,000 F1 · ownership.nature: All of the shares and notes reported herein as being indirectly beneficially owned by Dr. Denner are directly beneficially owned by funds managed by Sarissa Capital Management LP (such funds, the "Sarissa Funds"). Dr. Denner is the Chief Investment Officer of Sarissa Capital Management LP and the managing member of the general partner of the Sarissa Funds. By virtue of the foregoing, Dr. Denner may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 of the Securities Exchange Act of 1934, as amended) the shares and notes that the Sarissa Funds directly beneficially own. Dr. Denner disclaims beneficial ownership of these shares and notes except to the extent of his pecuniary interest therein. Read SEC document |
| December 17, 2018 Filed Dec 18, 2018 16:16 UTC | MEDICINES CO /DE MDCO · Entity 152552 | PurchaseCommon Stock | 20,000 | $17.91 | $358,200.00 |
DisclosureSEC source: 0001179110-18-014054 · edgar.xml · nonDerivative · entry 1 DENNER ALEXANDER J · CIK 0001361754 · Director 10b5-1 filing: Not disclosed Ownership: Indirect · See footnote Disclosed balance after: 2,761,000 F1 · ownership.nature: All of the shares and notes reported herein as being indirectly beneficially owned by Dr. Denner are directly beneficially owned by funds managed by Sarissa Capital Management LP (such funds, the "Sarissa Funds"). Dr. Denner is the Chief Investment Officer of Sarissa Capital Management LP and the managing member of the general partner of the Sarissa Funds. By virtue of the foregoing, Dr. Denner may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 of the Securities Exchange Act of 1934, as amended) the shares and notes that the Sarissa Funds directly beneficially own. Dr. Denner disclaims beneficial ownership of these shares and notes except to the extent of his pecuniary interest therein. Read SEC document |
| December 14, 2018 Filed Dec 17, 2018 16:21 UTC | MEDICINES CO /DE MDCO · Entity 152552 | PurchaseCommon Stock | 219,000 | $18.97 | $4,154,430.00 |
DisclosureSEC source: 0001179110-18-013924 · edgar.xml · nonDerivative · entry 2 DENNER ALEXANDER J · CIK 0001361754 · Director 10b5-1 filing: Not disclosed Ownership: Indirect · See footnote Disclosed balance after: 2,741,000 F3 · price: Represents the weighted average purchase price of the shares purchased ranging from a low of $18.94 to a high of $19.29 per share. The undersigned undertakes, upon request by the Commission staff, the issuer or a security holder of the issuer, to provide full information regarding the number of shares purchased at each separate price. F2 · ownership.nature: All of the shares reported herein as being indirectly beneficially owned by Dr. Denner are directly beneficially owned by funds managed by Sarissa Capital Management LP (such funds, the "Sarissa Funds"). Dr. Denner is the Chief Investment Officer of Sarissa Capital Management LP and the managing member of the general partner of the Sarissa Funds. By virtue of the foregoing, Dr. Denner may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 of the Securities Exchange Act of 1934, as amended) the shares that the Sarissa Funds directly beneficially own. Dr. Denner disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein. Read SEC document |
| December 13, 2018 Filed Dec 17, 2018 16:21 UTC | MEDICINES CO /DE MDCO · Entity 152552 | PurchaseCommon Stock | 600,000 | $20.73 | $12,438,000.00 |
DisclosureSEC source: 0001179110-18-013924 · edgar.xml · nonDerivative · entry 1 DENNER ALEXANDER J · CIK 0001361754 · Director 10b5-1 filing: Not disclosed Ownership: Indirect · See footnote Disclosed balance after: 2,522,000 F1 · price: Represents the weighted average purchase price of the shares purchased ranging from a low of $19.86 to a high of $21.01 per share. The undersigned undertakes, upon request by the Commission staff, the issuer or a security holder of the issuer, to provide full information regarding the number of shares purchased at each separate price. F2 · ownership.nature: All of the shares reported herein as being indirectly beneficially owned by Dr. Denner are directly beneficially owned by funds managed by Sarissa Capital Management LP (such funds, the "Sarissa Funds"). Dr. Denner is the Chief Investment Officer of Sarissa Capital Management LP and the managing member of the general partner of the Sarissa Funds. By virtue of the foregoing, Dr. Denner may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 of the Securities Exchange Act of 1934, as amended) the shares that the Sarissa Funds directly beneficially own. Dr. Denner disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein. Read SEC document |
Value uses the disclosed total when available, otherwise shares × reported transaction price. It is not an estimate of exercise cash cost or investment performance.