SEC Form 4 · accession 0000899243-16-021079
Baxalta Inc · BXLT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Blake E Devitt
Director
Period of report
May 24, 2016
Accepted (ET)
May 26, 2016 · 6:55 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001620546
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, $0.01 par valueF1,F2,F3 | May 24, 2016 | P$0 | 387 | — | A | 32,857 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1On April 21, 2016, Baxter International Inc. ("Baxter") commenced an offer to exchange shares of Baxalta common stock, par value $0.01 per share, that Baxter owned for shares of Baxter common stock, par value $1.00 per share, that are validly tendered and not validly withdrawn in the exchange offer. Any U.S. holder of Baxter common stock during the exchange offer period could participate in the exchange offer, subject to certain restrictions. On May 18, 2016, Mr. Devitt tendered 9,231 shares of Baxter common stock pursuant to the exchange offer.
- F2Because the exchange offer was oversubscribed, Baxter accepted only a portion of the shares of Baxter common stock that were validly tendered and not validly withdrawn, on a pro rata basis in proportion to the number of shares tendered.
- F3The final proration factor of 3.6178959% was established on May 24, 2016, and applied to all tendered shares of Baxalta common stock (other than "odd-lot" tenders) to determine the number of such shares that would be accepted. As a result, 334 shares of Mr. Devitt's Baxter common stock were accepted in the exchange offer and he received 387 shares of Baxalta common stock in the exchange.