SEC Form 4 · accession 0001209191-18-017831

Juno Therapeutics, Inc. · JUNO

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

Reporting owner

Director

Period of report

Mar 5, 2018

Accepted (ET)

Mar 7, 2018 · 6:25 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001594864

Table I — non-derivative securities

No Table I lines on this filing.

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Director Stock Option (Right to Buy)^F1,F2	$8.72	Mar 5, 2018	D	75,000	D	—	Nov 3, 2024	Common Stock	75,000	D
Director Stock Option (Right to Buy)^F1,F2	$60.00	Mar 5, 2018	D	12,000	D	—	Jun 11, 2025	Common Stock	12,000	D
Director Stock Option (Right to Buy)^F1,F2	$42.40	Mar 5, 2018	D	12,000	D	—	Jun 16, 2026	Common Stock	12,000	D
Director Stock Option (Right to Buy)^F1,F2	$23.29	Mar 5, 2018	D	12,000	D	—	Jun 15, 2027	Common Stock	12,000	D

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irrevocably accepted for payment and promptly paid for, all shares of common stock validly tendered and not validly withdrawn pursuant to the Offer (as defined in the Merger Agreement).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.
F2In 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.