IVERIC bio (ISEE) Form 4 IVERIC bio / David Francis Carroll ownership change

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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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^*

Carroll David Francis

(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 Financial 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

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		44,152	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			10,000	(3)	(3)	Common Stock	10,000	(3)	0	D
Restricted Stock Units	(2)	07/11/2023		D			28,750	(3)	(3)	Common Stock	28,750	(3)	0	D
Restricted Stock Units	(2)	07/11/2023		D			26,250	(3)	(3)	Common Stock	26,250	(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)	$52.71	07/11/2023		D			55,000	(4)	06/30/2026	Common Stock	55,000	(4)	0	D
Stock Option (Right to Buy)	$4.5	07/11/2023		D			38,000	(4)	01/23/2027	Common Stock	38,000	(4)	0	D
Stock Option (Right to Buy)	$2.94	07/11/2023		D			150,000	(4)	12/18/2027	Common Stock	150,000	(4)	0	D
Stock Option (Right to Buy)	$5.22	07/11/2023		D			75,000	(4)	12/08/2029	Common Stock	75,000	(4)	0	D
Stock Option (Right to Buy)	$7.5	07/11/2023		D			115,000	(4)	12/17/2030	Common Stock	115,000	(4)	0	D
Stock Option (Right to Buy)	$14.83	07/11/2023		D			70,000	(4)	12/16/2031	Common Stock	70,000	(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 David Carroll	07/13/2023
	** Signature of Reporting Person	Date
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