SEC Form 4 · accession 0001209191-16-143381

MEDIVATION, INC. · MDVN

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

David Hung

Officer — President and CEO · Director

Period of report

Sep 28, 2016

Accepted (ET)

Sep 30, 2016 · 5:45 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001011835

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	D/I	Nature of ownership
Common Stock^F1	Sep 28, 2016	U	1,470,087	—	D	D
Common Stock^F2,F1	Sep 28, 2016	D	94,290	—	D	D
Common Stock^F1	Sep 28, 2016	U	145,120	—	D	I	By Trust

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Non-Qualified Stock Option (right to buy)^F3	$5.2925	Sep 28, 2016	D	448,888	D	—	Oct 1, 2017	Common Stock	448,888	D
Non-Qualified Stock Option (right to buy)^F3	$4.6925	Sep 28, 2016	D	366,194	D	—	Oct 31, 2018	Common Stock	366,194	D
Non-Qualified Stock Option (right to buy)^F3	$8.64	Sep 28, 2016	D	593,750	D	—	Dec 15, 2019	Common Stock	593,750	D
Non-Qualified Stock Option (right to buy)^F3	$3.3675	Sep 28, 2016	D	400,000	D	—	Dec 15, 2020	Common Stock	400,000	D
Non-Qualified Stock Option (right to buy)^F3	$27.43	Sep 28, 2016	D	310,000	D	—	Dec 17, 2022	Common Stock	310,000	D
Non-Qualified Stock Option (right to buy)^F3	$41.775	Sep 28, 2016	D	266,000	D	—	Feb 18, 2024	Common Stock	266,000	D
Non-Qualified Stock Option (right to buy)^F3	$52.665	Sep 28, 2016	D	228,000	D	—	Feb 17, 2025	Common Stock	228,000	D
Non-Qualified Stock Option (right to buy)^F3	$35.77	Sep 28, 2016	D	205,500	D	—	Feb 28, 2026	Common Stock	205,500	D
Performance-Based Restricted Stock Units^F4,F5	$0.00	Sep 28, 2016	D	77,337	D	—	Feb 18, 2020	Common Stock	77,337	D
Stock Appreciation Rights^F6	$12.1975	Sep 28, 2016	D	534,400	D	—	Dec 9, 2021	Common Stock	534,400	D

Explanation of responses

F1Disposed of pursuant to an Agreement and Plan of Merger (the "Merger Agreement"), dated August 20, 2016, among the Issuer, Pfizer Inc., a Delaware corporation ("Parent"), and Montreal, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent ("Purchaser"), in exchange for a cash consideration of $81.50 per share (without interest) subject to any required withholding of taxes. Pursuant to the Merger Agreement, the Purchaser merged with and into the Issuer, with the Issuer surviving as a wholly-owned subsidiary of Parent (the "Merger"). In connection with the Merger, Purchaser offered to purchase all of the outstanding shares of common stock, par value $0.01 per share of the Issuer, at a price of $81.50 per share, net to the seller in cash (without interest) but subject to any required withholding of taxes, upon the terms and conditions set forth in the offer to purchase dated August 30, 2016, and in the related letter of transmittal.
F2Represents unvested restricted stock units (the "RSUs") that were cancelled in the Merger and, in lieu of any issuance of shares in settlement of such RSUs, converted into the right to receive cash payment equal to $81.50 per share (without interest) subject to any required withholding of taxes. In connection with the Merger, vesting of the RSUs was accelerated and the RSUs became fully vested effective immediately prior to the effective time of the Merger.
F3This option was cancelled in the Merger in exchange for a cash payment equal to $81.50 per share (without interest) subject to any required withholding of taxes minus the per share exercise price of the option. In connection with the Merger, vesting of the option was accelerated and the option became fully vested and exercisable effective immediately prior to the effective time of the Merger.
F4The number of shares subject to the performance-based restricted stock unit (the "PSUs") is based on deemed satisfaction of all applicable performance goals at the maximum levels.
F5The PSUs were cancelled in the Merger and, in lieu of any issuance of shares in settlement of such PSUs, converted into the right to receive cash payment equal to $81.50 per share (without interest) subject to any required withholding of taxes. In connection with the Merger, vesting of the PSUs was accelerated and the PSUs became fully vested effective immediately prior to the effective time of the Merger.
F6This stock appreciation right (the "SAR") was cancelled in the Merger in exchange for a cash payment equal to $81.50 per share (without interest) subject to any required withholding of taxes minus the per share base price of the SAR.