Corvex funds (NASDAQ: ILMN) exercise Illumina equity swaps, retain large position
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
ILLUMINA, INC. director Keith A. Meister reported transactions tied to equity swaps held for the Corvex Funds. The funds partially terminated swaps referencing 9,236 and 79,568 notional Illumina shares, with the counterparty paying cash based on market prices above a cost basis of $102.82 per share.
In connection with these terminations, the Corvex Funds acquired common stock through in-the-money derivative exercises, with one line showing 79,568 shares at $102.82 and a resulting reported holding of 3,909,076 common shares after that transaction. The remaining swaps cover 279,940 notional shares at $102.82 per share and run to February 11, 2028, with cash settlement by default and an option for physical share settlement. Corvex and Mr. Meister disclaim beneficial ownership beyond their pecuniary interest.
Positive
- None.
Negative
- None.
Insider Trade Summary
88,804 shares exercised/converted
Mixed
7 txns
Insider
Meister Keith A.
Role
null
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| X | Equity Swap (right to buy) | 79,568 | $0.00 | -- |
| X | Common Stock | 79,568 | $102.82 | $8.18M |
| Other | Common Stock | 79,568 | $143.45 | $11.41M |
| X | Equity Swap (right to buy) | 9,236 | $0.00 | -- |
| X | Common Stock | 9,236 | $102.82 | $950K |
| Other | Common Stock | 9,236 | $140.25 | $1.30M |
| holding | Common Stock | -- | -- | -- |
Holdings After Transaction:
Equity Swap (right to buy) — 279,940 shares (Indirect, See Footnotes);
Common Stock — 3,909,076 shares (Indirect, See Footnotes);
Common Stock — 4,566 shares (Direct, null)
Footnotes (1)
- These securities of Illumina, Inc. (the "Issuer") are held for the accounts of certain private investment funds (collectively, the "Corvex Funds") for which Corvex Management LP ("Corvex") acts as investment adviser, including Corvex Master Fund LP and Corvex Select Equity Master Fund LP. The general partner of Corvex is controlled by Keith Meister. For the purposes of this filing, each of Corvex and Mr. Meister disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein. This filing shall not be deemed an admission that Corvex or Mr. Meister is the beneficial owner of any of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise. As previously reported, the Corvex Funds had entered into equity swaps that represented an aggregate economic long-side exposure comparable to a notional interest in 368,744 shares of common stock of the Issuer. Under the terms of the swaps, the value to be received or paid upon termination of a swap will be determined by the difference in the market price per notional share of common stock on the date of termination as compared to the cost of such notional share of common stock at the time of entry into the swap. On May 7, 2026, upon partial termination of the swaps as reported in Table II above, the swaps counterparty paid to the Corvex Funds $1,295,349, representing $140.25 per share for each of the 9,236 notional shares subject to the termination (the market price of the common stock on the date of the partial termination), offset by $949,645.52, representing $102.82 for each of such 9,236 notional shares. In addition, on May 11, 2026, upon partial termination of the swaps as reported in Table II above, the swaps counterparty paid to the Corvex Funds $11,414,029.60, representing $143.45 per share for each of the 79,568 notional shares subject to the termination (the market price of the common stock on the date of the partial termination), offset by $8,181,181.76, representing $102.82 for each of such 79,568 notional shares. The partial termination of the equity swaps and the reported purchases of common stock in connection therewith are deemed exempt from Section 16(b) of the Securities Exchange Act of 1934 pursuant to Rule 16b-6(b) thereunder. The remaining swaps terminate on February 11, 2028, and have a cost basis of $102.82 per notional share of common stock. All balances will be settled in cash by default. At the option of the Corvex Funds, the remaining portion of the swaps may be physically settled by the Corvex Funds acquiring 279,940 shares of common stock from the counterparty at $102.82 per share.
Key Figures
Derivative exercise shares (May 7): 9,236 shares at $102.82
Derivative exercise shares (May 11): 79,568 shares at $102.82
Cash received on May 7 swap termination: $1,295,349 and -$949,645.52
+3 more
6 metrics
Derivative exercise shares (May 7)
9,236 shares at $102.82
In-the-money exercise of equity swap-linked common stock
Derivative exercise shares (May 11)
79,568 shares at $102.82
In-the-money exercise of equity swap-linked common stock
Cash received on May 7 swap termination
$1,295,349 and -$949,645.52
Market value at $140.25 per share minus $102.82 cost on 9,236 shares
Cash received on May 11 swap termination
$11,414,029.60 and -$8,181,181.76
Market value at $143.45 per share minus $102.82 cost on 79,568 shares
Total shares after one exercise
3,909,076 shares
Common stock reported following May 11 derivative exercise
Remaining swap exposure
279,940 notional shares at $102.82
Equity swaps expiring February 11, 2028, cash-settled by default
Key Terms
equity swaps, notional shares, pecuniary interest, Section 16(b), +1 more
5 terms
equity swaps financial
"the Corvex Funds had entered into equity swaps that represented an aggregate economic long-side exposure"
pecuniary interest financial
"disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein"
Section 16(b) regulatory
"deemed exempt from Section 16(b) of the Securities Exchange Act of 1934 pursuant to Rule 16b-6(b)"
A federal rule that requires company insiders—like officers, directors and large shareholders—to return any profits made from buying and selling the company’s stock within a six-month window. It matters to investors because it discourages short-term trades that could exploit non-public information and helps protect outside shareholders by creating a simple, enforceable way to recover unfair gains, much like a rule stopping someone from flipping a limited-edition item for quick profit after getting early access.
Rule 16b-6(b) regulatory
"deemed exempt from Section 16(b) of the Securities Exchange Act of 1934 pursuant to Rule 16b-6(b) thereunder"
FAQ
What insider activity did Keith Meister report for Illumina (ILMN)?
Keith Meister reported equity swap terminations linked to Illumina shares. The Corvex Funds partially terminated swaps tied to 9,236 and 79,568 notional shares, received cash based on higher market prices, and acquired Illumina common stock via in-the-money derivative exercises at a $102.82 cost basis.
What is the remaining equity swap exposure for Illumina (ILMN)?
The Corvex Funds retain swaps on 279,940 notional Illumina shares. These swaps have a cost basis of $102.82 per notional share, terminate on February 11, 2028, settle in cash by default, and can be physically settled at Corvex Funds’ option by acquiring common stock.
How were cash amounts calculated in the Illumina (ILMN) swap terminations?
Cash payments reflected the difference between market and cost prices. For 9,236 notional shares, the counterparty paid $1,295,349 at $140.25 per share minus $949,645.52 at $102.82. For 79,568 shares, it paid $11,414,029.60 minus $8,181,181.76 at the same cost basis.