SEC Form 4 · accession 0001209191-16-143397

MEDIVATION, INC. · MDVN

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

Reporting owner

Tseli Lily Yang

Officer — VP, Finance and Accounting

Period of report

Sep 28, 2016

Accepted (ET)

Sep 30, 2016 · 6:00 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	Owned after	D/I	Nature of ownership
Common Stock^F2,F1	Sep 28, 2016	U	541	—	D	0	D
Common Stock^F3,F1	Sep 28, 2016	D	22,894	—	D	0	D

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)^F4	$42.50	Sep 28, 2016	D	33,388	D	—	Sep 30, 2025	Common Stock	33,338	D
Non-Qualified Stock Option (right to buy)^F4	$35.77	Sep 28, 2016	D	25,690	D	—	Feb 28, 2026	Common Stock	25,690	D
Performance-Based Restricted Stock Units^F5,F6	$0.00	Sep 28, 2016	D	7,750	D	—	Feb 18, 2020	Common Stock	7,750	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 shares purchased through the Issuer's Employee Stock Purchase Plan on September 21, 2016.
F3Represents 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.
F4This 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.
F5The 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.
F6The 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.

Remarks

Exhibit List: Exhibit 24 - Power of Attorney