SEC Form 4 · accession 0001209191-18-017824
Juno Therapeutics, Inc. · JUNO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Robert Nelsen
Director
Period of report
Mar 5, 2018
Accepted (ET)
Mar 7, 2018 · 6:23 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 | 50,824 | $87.00 | D | 3,234 | D | |
| Common StockF1,F2,F3 | Mar 5, 2018 | D | 3,234 | $87.00 | D | 0 | D | |
| Common StockF1,F2,F4 | Mar 5, 2018 | U | 10,552,390 | $87.00 | D | 0 | I | Held by ARCH Venture Fund VII, L.P. |
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,F5 | $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,F5 | $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,F5 | $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irrevocably accepted for payment and promptly paid for, all shares of common stock validly tendered and not validly withdrawn pursuant to the Offer (as defined in the Merger Agreement).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.
- F4These shares are owned directly by ARCH Venture Fund VII, L.P. ("ARCH Fund VII"). The sole general partner of ARCH Fund VII is ARCH Venture Partners VII, L.P. ("ARCH Partners VII"). The sole general partner of ARCH Partners VII is ARCH Venture Partners VII, LLC ("ARCH VII LLC"). Robert Nelsen is one of the Managing Directors of ARCH VII LLC, and is deemed to have voting and dispositive power over the shares and may be deemed to beneficially own certain shares held by ARCH Fund VII. Robert Nelsen disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein.
- F5In 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.