SEC Form 4 · accession 0000899243-16-021945
Baxalta Inc · BXLT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Karen Jean Ferrante
Director
Period of report
Jun 3, 2016
Accepted (ET)
Jun 7, 2016 · 4:26 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,F3 | Jun 3, 2016 | D | 7,657 | — | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (Right to Buy)F4 | $30.60 | Jun 3, 2016 | D | 5,960 | D | — | Jul 27, 2025 | Common Stock, par value $0.01 per share | 5,960 | 0 | D |
Explanation of responses
- F1This Form 4 is being filed in connection with the June 3, 2016 closing of the merger (the "Merger") of BearTracks, Inc. ("Merger Sub") with and into Baxalta Incorporated ("Baxalta") pursuant to the Agreement and Plan of Merger, dated as of January 11, 2016 (the "Merger Agreement"), among Shire PLC ("Shire"), Merger Sub and Baxalta. Upon closing of the Merger, each outstanding share of Baxalta common stock was converted into the right to receive (i) $18 per share in cash, without interest, and (ii) 0.1482 American Depositary Shares of Shire ("Shire ADSs") (or, at the holder's election, 0.4446 of a Shire ordinary share) (the "Per Share Merger Consideration"). On the day prior to the closing date of the Merger, each 0.1482 Shire ADS received in the Merger had a value of $28.16, based on the closing price of a Shire ADS on the NASDAQ Global Select Market on such date.
- F2Disposed of pursuant to the Merger Agreement.
- F3Includes 4,500 restricted stock units that are subject to vesting on the date of the Baxalta 2017 annual meeting of stockholders. Pursuant to the Merger Agreement, each unvested restricted stock unit was cancelled immediately prior to the effective time of the Merger (the "Effective Time") and converted into the right to receive the Per Share Merger Consideration.
- F4This stock option, which is fully vested, was cancelled immediately prior to the Effective Time and was converted into the right to receive a cash payment of $36,271.78 and 298 Shire ADS, representing the amount equal to the Per Share Merger Consideration that the reporting person would have received had the reporting person exercised the option in full on a cashless basis immediately prior to the Effective Time.