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    SEC Form 4 filed by Sblendorio Glenn

    7/13/23 1:59:06 PM ET
    $ISEE
    Biotechnology: Pharmaceutical Preparations
    Health Care
    Get the next $ISEE alert in real time by email
    SEC FORM 4 SEC Form 4
    FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
    Washington, D.C. 20549

    STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

    Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
    or Section 30(h) of the Investment Company Act of 1940
    OMB APPROVAL
    OMB Number: 3235-0287
    Estimated average burden
    hours per response: 0.5
    X
    Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
    1. Name and Address of Reporting Person*
    SBLENDORIO GLENN

    (Last) (First) (Middle)
    C/O IVERIC BIO, INC.
    8 SYLVAN WAY

    (Street)
    PARSIPPANY NJ 07054

    (City) (State) (Zip)
    2. Issuer Name and Ticker or Trading Symbol
    IVERIC bio, Inc. [ ISEE ]
    5. Relationship of Reporting Person(s) to Issuer
    (Check all applicable)
    X Director 10% Owner
    X Officer (give title below) Other (specify below)
    Chief Executive Officer
    3. Date of Earliest Transaction (Month/Day/Year)
    07/11/2023
    4. If Amendment, Date of Original Filed (Month/Day/Year)
    6. Individual or Joint/Group Filing (Check Applicable Line)
    X Form filed by One Reporting Person
    Form filed by More than One Reporting Person
    Rule 10b5-1(c) Transaction Indication

      
    Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
    Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
    1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
    Code V Amount (A) or (D) Price
    Common Stock 07/11/2023 D 239,275 D (1) 0 D
    Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
    (e.g., puts, calls, warrants, options, convertible securities)
    1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
    Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
    Restricted Stock Units (2) 07/11/2023 D 23,750 (3) (3) Common Stock 23,750 (3) 0 D
    Restricted Stock Units (2) 07/11/2023 D 73,315 (3) (3) Common Stock 73,315 (3) 0 D
    Restricted Stock Units (2) 07/11/2023 D 94,500 (3) (3) Common Stock 94,500 (3) 0 D
    Restricted Stock Units (2) 07/11/2023 D 150,000 (3) (3) Common Stock 150,000 (3) 0 D
    Stock Option (Right to Buy) $33.27 07/11/2023 D 6,949 (4) 10/23/2023 Common Stock 6,949 (4) 0 D
    Stock Option (Right to Buy) $37 07/11/2023 D 15,000 (4) 05/20/2024 Common Stock 15,000 (4) 0 D
    Stock Option (Right to Buy) $48.3 07/11/2023 D 7,000 (4) 06/01/2025 Common Stock 7,000 (4) 0 D
    Stock Option (Right to Buy) $44.9 07/11/2023 D 150,000 (4) 03/31/2026 Common Stock 150,000 (4) 0 D
    Stock Option (Right to Buy) $4.52 07/11/2023 D 260,000 (4) 01/29/2027 Common Stock 260,000 (4) 0 D
    Stock Option (Right to Buy) $2.94 07/11/2023 D 325,000 (4) 12/18/2027 Common Stock 325,000 (4) 0 D
    Stock Option (Right to Buy) $1.45 07/11/2023 D 133,500 (4) 12/11/2028 Common Stock 133,500 (4) 0 D
    Stock Option (Right to Buy) $5.22 07/11/2023 D 190,000 (4) 12/08/2029 Common Stock 190,000 (4) 0 D
    Stock Option (Right to Buy) $7.5 07/11/2023 D 293,150 (4) 12/17/2030 Common Stock 293,150 (4) 0 D
    Stock Option (Right to Buy) $14.83 07/11/2023 D 252,000 (4) 12/16/2031 Common Stock 252,000 (4) 0 D
    Stock Option (Right to Buy) $22.57 07/11/2023 D 300,000 (4) 12/19/2032 Common Stock 300,000 (4) 0 D
    Explanation of Responses:
    1. On July 11, 2023, pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated April 28, 2023, by and among IVERIC bio, Inc. ("IVERIC"), Astellas US Holding, Inc., Berry Merger Sub, Inc. ("Merger Sub") and, solely as provided by Section 8.10(b) of the Merger Agreement, Astellas Pharma Inc. ("Astellas"), Merger Sub merged with and into IVERIC, with IVERIC surviving the merger and becoming an indirect wholly owned subsidiary of Astellas (the "Merger"). At the effective time of the Merger (the "Effective Time"), each share of IVERIC common stock ("Common Stock") reported in this Form 4 was automatically cancelled and was converted into the right to receive $40.00 in cash, without interest and less any applicable withholding taxes.
    2. Each IVERIC restricted stock unit ("RSU") represented the contingent right to receive one share of Common Stock upon vesting of the RSU.
    3. Pursuant to the Merger Agreement, at the Effective Time, each RSU reported in this Form 4 was cancelled and converted into the right to receive a cash payment (subject to any applicable tax withholding) equal to (1) $40.00, multiplied by (2) the number of shares of Common Stock subject to such RSU.
    4. Pursuant to the Merger Agreement, at the Effective Time, each option to acquire Common Stock ("IVERIC Option") reported in this Form 4 which had a per share exercise price less than $40.00 was cancelled and converted into the right to receive a cash payment (subject to any applicable tax withholding) equal to (1) the excess of $40.00 over the exercise price per share of Common Stock underlying such IVERIC Option, multiplied by (2) the total number of shares of Common Stock subject to such IVERIC Option immediately prior to the Effective Time (without regard to vesting). Each IVERIC Option reported in this Form 4 which had a per share exercise price $40.00 or greater was cancelled with no consideration payable in respect thereof.
    /s/ Todd D.C. Anderman, as Attorney-in-Fact for Glenn P. Sblendorio 07/13/2023
    ** Signature of Reporting Person Date
    Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
    * If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
    ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
    Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
    Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
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