SEC Form 4 · accession 0001209191-18-017802

Juno Therapeutics, Inc. · JUNO

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

Reporting owner

Bernard J Cassidy

Officer — General Counsel & Secretary

Period of report

Mar 5, 2018

Accepted (ET)

Mar 7, 2018 · 6:16 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 Stock^F1,F2,F3	Mar 5, 2018	U	5,558	$87.00	D	79,825	D
Common Stock^F1,F4,F5	Mar 5, 2018	D	18,293	—	D	61,532	D
Common Stock^F1,F4,F5	Mar 5, 2018	D	25,639	—	D	35,893	D
Common Stock^F1,F6,F7	Mar 5, 2018	D	35,893	—	D	0	D
Common Stock^F1,F8	Mar 5, 2018	U	26,869	$87.00	D	0	I	By Morgan Stanley Smith Barney LLC as Custodian for Bernard Cassidy IRA

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Employee Stock Option (Right to Buy)^F1,F9	$6.36	Mar 5, 2018	D	125,000	D	—	Sep 8, 2024	Common Stock	125,000	D
Employee Stock Option (Right to Buy)^F1,F9	$8.72	Mar 5, 2018	D	37,500	D	—	Nov 13, 2024	Common Stock	37,500	D
Employee Stock Option (Right to Buy)^F1,F9	$48.06	Mar 5, 2018	D	50,500	D	—	Mar 2, 2025	Common Stock	50,500	D
Employee Stock Option (Right to Buy)^F1,F9	$24.50	Mar 5, 2018	D	75,000	D	—	Feb 1, 2026	Common Stock	75,000	D
Employee Stock Option (Right to Buy)^F1,F9	$20.76	Mar 5, 2018	D	113,636	D	—	Feb 6, 2027	Common Stock	113,636	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irrevocably accepted for payment and promptly paid for, all shares of common stock validly tendered and not validly withdrawn pursuant to the Offer (as defined in the Merger Agreement).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 notes (4) through (7) below, was validly tendered for $87.00 per share in cash, without interest and subject to withholding of taxes.
F3Includes 121 shares acquired under the Company's employee stock purchase plan on February 23, 2018.
F4Represents shares of common stock of the Company underlying time-based restricted stock units ("RSUs").
F5Pursuant to the Merger Agreement, the vested portion of such RSUs (including the portion that received acceleration of vesting under the Merger Agreement) was cancelled and 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 vested awards and (ii) $87.00 and the unvested portion of such RSUs was assumed by Parent and will be subject to the same terms and conditions as applied to each such RSUs immediately prior to the Offer Acceptance Time (as defined in the Merger Agreement), provided that the number of shares subject to such assumed Parent time-based restricted stock unit award was adjusted based on the Exchange Ratio (as defined in the Merger Agreement).
F6Represents performance-based restricted stock awards ("PSAs").
F7Pursuant to the Merger Agreement, all PSAs will vest as to 50% of the total number of PSAs subject to such awards, and such vested portion will be cancelled and converted into a right to receive an amount in cash equal to the product of (i) such 50% vested portion of the award and (ii) the $87.00. The remaining 50% of the PSAs will be assumed by Parent, provided that the number of shares subject to such PSAs will be adjusted based on the Exchange Ratio (as defined in the Merger Agreement) and the vesting will be adjusted such that (i) 60% of such remaining PSAs will vest on the one-year anniversary of the closing of the Merger and (ii) 40% of such remaining PSAs will vest on the earlier of (A) the second anniversary of the closing of the Merger and (B) the first approval by the U.S. Food and Drug Administration of JCAR017.
F8Pursuant to the terms of the Merger Agreement and the Offer, each share of common stock of the Company held by Morgan Stanley Smith Barney LLC as Custodian for Bernard Cassidy IRA was validly tendered for $87.00 per share in cash, without interest and subject to withholding of taxes.
F9Pursuant to the Merger Agreement, the vested portion of such Options (including the portion that received acceleration of vesting under the Merger Agreement) was cancelled and 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 vested Option and (ii) $87.00 less the applicable exercise price, and the unvested portion (if any) of such Options were assumed by Parent and will be subject to the same terms and conditions as applied to each such Option award immediately prior to the Offer Acceptance Time (as defined in the Merger Agreement), provided that the number of shares subject to such assumed Parent option, and the exercise price of such Parent option, will be adjusted based on the Exchange Ratio (as defined in the Merger Agreement).