SEC Form 4 · accession 0001209191-18-017820
Juno Therapeutics, Inc. · JUNO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Ann L. Lee
Officer — EVP, Technical Operations
Period of report
Mar 5, 2018
Accepted (ET)
Mar 7, 2018 · 6:22 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,F3 | Mar 5, 2018 | D | 35,004 | — | D | 75,788 | D | |
| Common StockF1,F4,F5 | Mar 5, 2018 | D | 40,788 | — | D | 35,000 | D | |
| Common StockF1,F6,F7 | Mar 5, 2018 | D | 35,000 | — | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (Right to Buy)F1,F8 | $62.85 | Mar 5, 2018 | D | 152,900 | D | — | Nov 24, 2027 | Common Stock | 152,900 | 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irrevocably accepted for payment and promptly paid for, all shares of common stock validly tendered and not validly withdrawn pursuant to the Offer (as defined in the Merger Agreement).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.
- F2Represents time-based restricted stock awards ("RSAs").
- F3Pursuant to the Merger Agreement, the vested portion of such RSAs (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 RSAs was assumed by Parent and will be subject to the same terms and conditions as applied to each such RSAs 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 award was adjusted based on the Exchange Ratio (as defined in the Merger Agreement).
- 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 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 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).