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
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 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*
Simms Christopher Paul
(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)
Director 10% Owner
X Officer (give title below) Other (specify below)
SVP, Chief Commercial 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 32,429 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 56,250 (3) (3) Common Stock 56,250 (3) 0 D
Restricted Stock Units (2) 07/11/2023 D 18,750 (3) (3) Common Stock 18,750 (3) 0 D
Restricted Stock Units (2) 07/11/2023 D 37,500 (3) (3) Common Stock 37,500 (3) 0 D
Stock Option (Right to Buy) $8.64 07/11/2023 D 160,000 (4) 08/01/2031 Common Stock 160,000 (4) 0 D
Stock Option (Right to Buy) $14.83 07/11/2023 D 50,000 (4) 12/16/2031 Common Stock 50,000 (4) 0 D
Stock Option (Right to Buy) $22.57 07/11/2023 D 75,000 (4) 12/19/2032 Common Stock 75,000 (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 Christopher Simms 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.
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