Sec Form 4 Filing - Das Asha @ PROGENICS PHARMACEUTICALS INC - 2020-06-19

Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security.

Form 4: Statement of changes in beneficial ownership, filed before the end of the 2nd business day following the day on which a transaction resulting in a change 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 *
Das Asha
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)
Chief Medical Officer
(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
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) $ 4.56 06/19/2020 D 125,000 ( 1 ) 02/01/2029 Common Stock 125,000 ( 2 ) 0 D
Stock Option (Right to Buy) $ 4.77 06/19/2020 D 82,214 ( 3 ) 03/02/2030 Common Stock 82,214 ( 2 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Das Asha
ONE WORLD TRADE CENTER
47TH FLOOR, SUITE J
NEW YORK, NY10007
Chief Medical Officer
Signatures
/s/ Asha Das 06/23/2020
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )This option is scheduled to vest in annual installments over the five-year period commencing February 1, 2019.
( 2 )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. 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.
( 3 )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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