SEC Form 4 · accession 0001209191-18-017798
Juno Therapeutics, Inc. · JUNO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Hal Barron
Director
Period of report
Mar 5, 2018
Accepted (ET)
Mar 7, 2018 · 6:14 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001594864
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Mar 5, 2018 | U | 100,000 | $87.00 | D | 3,780 | D | |
| Common StockF1,F2,F3 | Mar 5, 2018 | D | 3,780 | $87.00 | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Director Stock Option (Right to Buy)F1,F4 | $6.36 | Mar 5, 2018 | D | 75,000 | D | — | Sep 14, 2024 | Common Stock | 75,000 | 0 | D |
| Director Stock Option (Right to Buy)F1,F4 | $60.00 | Mar 5, 2018 | D | 12,000 | D | — | Jun 11, 2025 | Common Stock | 12,000 | 0 | D |
| Director Stock Option (Right to Buy)F1,F4 | $42.40 | Mar 5, 2018 | D | 12,000 | D | — | Jun 16, 2026 | Common Stock | 12,000 | 0 | D |
| Director Stock Option (Right to Buy)F1,F4 | $23.29 | Mar 5, 2018 | D | 12,000 | D | — | Jun 15, 2027 | Common Stock | 12,000 | 0 | D |
Explanation of responses
- F1On January 21, 2018, Juno Therapeutics, Inc. (the "Company"), entered into an Agreement and Plan of Merger (the "Merger Agreement") with Celgene Corporation ("Parent"), and Blue Magpie Corporation, a wholly owned subsidiary of Parent ("Purchaser"). On March 5, 2018, Purchaser irrevocably accepted for payment and promptly paid for, all shares of common stock validly tendered and not validly withdrawn pursuant to the Offer (as defined in the Merger Agreement). On March 6, 2018, Purchaser merged with and into the Company pursuant to Section 251(h) of the General Corporation Law of the State of Delaware, with the Company being the surviving corporation (the "Merger") and becoming a wholly-owned subsidiary of Parent.
- F2Pursuant to the terms of the Merger Agreement and the Offer, each share of common stock of the Company held by the Reporting Person, other than as described in note (3) below, was validly tendered for $87.00 per share in cash, without interest and subject to withholding of taxes.
- F3In accordance with their terms, RSUs held by non-employee directors were converted into the right to receive an amount in cash equal to the product of (i) the number of shares of common stock subject to such RSU and (ii) $87.00.
- F4In accordance with their terms, Options held by non-employee directors were converted into the right to receive an amount in cash equal to the product of (i) the number of shares of common stock subject to such Option and (ii) $87.00 less the applicable exercise price.