Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person *
Osorio Benedict
2. Issuer Name and Ticker or Trading Symbol
PROGENICS PHARMACEUTICALS INC [ PGNX]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
COO
(Last)
(First)
(Middle)
ONE WORLD TRADE CENTER, 47TH FLOOR, SUITE J
3. Date of Earliest Transaction (MM/DD/YY)
06/19/2020
(Street)
NEW YORK, NY10007
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 06/19/2020 D 21,202 D 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Stock Option (Right to Buy) $ 6.62 06/19/2020 D 100,000 ( 2 ) 02/29/2028 Common Stock 100,000 ( 3 ) 0 D
Stock Option (Right to Buy) $ 4.52 06/19/2020 D 90,750 ( 4 ) 03/01/2029 Common Stock 90,750 ( 3 ) 0 D
Stock Option (Right to Buy) $ 4.77 06/19/2020 D 82,214 ( 5 ) 03/02/2030 Common Stock 82,214 ( 3 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Osorio Benedict
ONE WORLD TRADE CENTER
47TH FLOOR, SUITE J
NEW YORK, NY10007
COO
Signatures
/s/ Benedict Osorio 06/23/2020
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )On June 19, 2020, pursuant to the Amended and Restated Agreement and Plan of Merger, dated February 20, 2020 (the "Merger Agreement") among Lantheus Holdings, Inc. ("Lantheus"), Plato Merger Sub, Inc., a wholly-owned subsidiary of Lantheus ("Merger Sub"), and Progenics Pharmaceuticals, Inc. ("Progenics"), Merger Sub merged with and into Progenics (the "Merger"), with Progenics surviving as a wholly-owned subsidiary of Lantheus. Pursuant to the Merger Agreement, each share of Progenics common stock was cancelled and converted into the right to receive (i) 0.31 of a share of Lantheus common stock (with such fraction of a Lantheus share having a market value of $4.60 on the effective date of the Merger) and (ii) one contingent value right (a "CVR") issued by Lantheus subject to and in accordance with the Contingent Value Rights Agreement, dated June 19, 2020, between Lantheus and Computershare Trust Company, N.A.
( 2 )This option is scheduled to vest in annual installments over the five-year period commencing March 1, 2018.
( 3 )At the effective time of the Merger, this option was assumed by Lantheus and converted into an option to purchase Lantheus common stock based on an exchange ratio of 0.31 of a share of Lantheus common stock for each share of Progenics common stock subject to the option (with a corresponding adjustment being made to the exercise price of the option). Except for these adjustments, the current vesting and other terms of the option continue in effect.
( 4 )This option is scheduled to vest in annual installments over the three-year period commencing March 1, 2019.
( 5 )This option is scheduled to vest in annual installments over the three-year period commencing March 2, 2020.

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).

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