SEC FORM 4

SEC FORM 4 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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Kaye Randall

(Last)

(First)

(Middle)

C/O LONGBOARD PHARMACEUTICALS, INC.

4275 EXECUTIVE SQUARE, SUITE 950

(Street)

LA JOLLA

92037

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Longboard Pharmaceuticals, Inc. [ LBPH ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Executive Vice President & CMO

3. Date of Earliest Transaction (Month/Day/Year)
12/02/2024

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/02/2024⁽¹⁾		U		30,554	D	$60⁽²⁾	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (right to buy)	$6	12/02/2024⁽¹⁾		D			175,946	⁽³⁾	03/20/2032	Common Stock	175,946	⁽³⁾	0	D
Employee Stock Option (right to buy)	$4.35	12/02/2024⁽¹⁾		D			96,300	⁽³⁾	02/08/2033	Common Stock	96,300	⁽³⁾	0	D
Employee Stock Option (right to buy)	$19.32	12/02/2024⁽¹⁾		D			107,560	⁽³⁾	02/07/2034	Common Stock	107,560	⁽³⁾	0	D
Restricted Stock Unit	⁽⁴⁾	12/02/2024⁽¹⁾		D			17,920	⁽⁴⁾	⁽⁴⁾	Common Stock	17,920	⁽⁴⁾	0	D
Restricted Stock Unit	⁽⁵⁾	12/02/2024⁽¹⁾		D			9,500	⁽⁵⁾⁽⁶⁾	⁽⁵⁾⁽⁶⁾	Common Stock	9,500	⁽⁵⁾⁽⁶⁾	0	D

Explanation of Responses:

1. Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of 10/14/2024, by and among Longboard Pharmaceuticals, Inc. (the "Issuer"), H. Lundbeck A/S ("Parent"), Lundbeck LLC ("Payor"), and Langkawi Corporation ("Purchaser"), on 12/02/2024, Purchaser completed a tender offer for shares of common stock of the Issuer (each, a "Share") and thereafter merged with and into the Issuer, with the Issuer continuing as the surviving corporation and an indirect wholly owned subsidiary of Parent (the "Merger").

2. Pursuant to the terms of the Merger Agreement, the Shares were tendered at the Offer Acceptance Time (as defined in the Merger Agreement) in exchange for the right to receive $60.00 per Share, in cash, without interest, subject to any applicable withholding of taxes (the "Merger Consideration"). At the effective time of the Merger (being such date and at such time as the certificate of merger in respect of the Merger was duly filed with the Secretary of State of the State of Delaware in accordance with the DGCL) (the "Effective Time"), each issued and outstanding Share was cancelled in exchange for the Merger Consideration.

3. At the Effective Time, pursuant to the Merger Agreement, each outstanding option, to the extent unvested, was accelerated and became fully vested and exercisable. Each outstanding and unexercised vested option (after giving effect to the acceleration treatment set forth in the preceding sentence) at the Effective Time was cancelled and automatically converted into the right to receive cash, without interest, in an amount equal to the product of (i) the total number of Shares subject to such option as of immediately prior to the Effective Time multiplied by (ii) the excess of (x) $60.00 per Share over (y) the exercise price payable per Share under such option, which amount will be subject to any withholding taxes.

4. At the Effective Time, pursuant to the Merger Agreement, each restricted stock unit award ("RSU") outstanding as of immediately prior to the Effective Time, whether vested or unvested, was cancelled and converted solely into the right to receive an amount in cash, without interest, equal to the product of (i) the total number of Shares issuable in settlement of such RSU immediately prior to the Effective Time, multiplied by (ii) $60.00 per Share, in cash, without interest, subject to any applicable withholding of taxes.

5. At the Effective Time, pursuant to the Merger Agreement, each RSU granted on 10/25/2024 to certain of the Issuer's employees, including executive officers (the "Retention RSUs"), whether vested or unvested, became the right to receive an amount in cash, without interest, equal to the product of (i) the total number of Shares issuable in settlement of such Retention RSU immediately prior to the Effective Time, multiplied by (ii) the Merger Consideration, subject to any applicable withholding of taxes, payable in accordance with, and subject to satisfaction of, the remaining vesting schedule of the Retention RSUs as in effect immediately prior to the Effective Time.

6. The vesting of the Retention RSUs was not accelerated prior to the Effective Time. The Merger Consideration paid in respect of the Retention RSUs is subject to vesting (and payment upon such vesting) upon the earliest to occur of 10/25/2025 (subject to the employee's Continuous Service (as defined in the 2021 Equity Incentive Plan) through such date), or the date the executive officer incurs an "involuntary termination" (as defined in such officer's respective employment agreement with the Issuer).

Remarks:

The foregoing descriptions in the footnotes to this Form 4 are qualified in their entirety by reference to the terms of the Merger Agreement. In the event of any conflict between the descriptions above and the terms set forth in the Merger Agreement, the terms set forth in the Merger Agreement shall control.

	/s/ Andrew J. Cronauer, Attorney-in-Fact	12/02/2024
	** 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).
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Executive Vice President & CMO Kaye Randall closing all direct ownership in the company (SEC Form 4)