Ionis Pharmaceuticals (IONS) Form 4 Change in insider ownership

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^*

IONIS PHARMACEUTICALS INC

(Last) (First) (Middle)

2855 GAZELLE COURT

(Street)

CARLSBAD CA 92010

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
AKCEA THERAPEUTICS, INC. [ AKCA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/10/2020

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	10/10/2020		P		21,237,715(1)	A	$18.15	98,322,397(2)	I	See Footnote(2)

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

Explanation of Responses:

1. Pursuant to an Agreement and Plan of Merger dated as of August 30, 2020, on September 14, 2020, Avalanche Merger Sub, Inc. ("Purchaser"), a wholly owned subsidiary of Ionis Pharmaceuticals, Inc. ("Parent"), commenced a tender offer (the "Offer") to purchase all of the outstanding shares of common stock of Akcea Therapeutics, Inc. ("Akcea") at a purchase price of $18.15 per share. As of the expiration of the Offer at one minute after 11:59 p.m., Eastern Time, on October 9, 2020, 21,237,715 shares had been tendered and not validly withdrawn pursuant to the Offer. Purchaser accepted for purchase all shares tendered and not validly withdrawn pursuant to the Offer.

2. This number reflects 77,094,682 shares owned directly by Parent and 21,237,715 shares, which were tendered in the Offer and accepted for purchase on October 10, 2020, and thereupon owned by Purchaser. Following Purchaser's acceptance for purchase of shares tendered in the Offer, on October 12, 2020, Purchaser was merged with and into Akcea, with Akcea surviving the merger as a wholly owned subsidiary of Parent.

Remarks:

	/s/ Elizabeth L. Hougen, Executive Vice President, Finance and Chief Financial Officer of Ionis Pharmaceuticals, Inc.	10/14/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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