SEC Form 4 · accession 0000899243-16-021957
Baxalta Inc · BXLT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
David D. Meek
Officer — EVP and President, Oncology
Period of report
Jun 3, 2016
Accepted (ET)
Jun 7, 2016 · 4:29 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, par value $0.01 per shareF1,F3 | Jun 3, 2016 | D | 51,640 | — | 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 | $34.29 | Jun 3, 2016 | D | 43,334 | D | — | Sep 2, 2024 | Common Stock, par value $0.01 per share | 43,334 | 0 | D |
| Stock Option (Right to Buy)F5 | $32.04 | Jun 3, 2016 | D | 54,553 | D | — | Mar 3, 2025 | Common Stock, par value $0.01 per share | 54,553 | 0 | D |
| Stock Option (Right to Buy)F6 | $31.50 | Jun 3, 2016 | D | 6,155 | D | — | Jul 1, 2025 | Common Stock, par value $0.01 per share | 6,155 | 0 | D |
| Stock Option (Right to Buy)F7 | $31.50 | Jun 3, 2016 | D | 191,421 | D | — | Jul 1, 2025 | Common Stock, par value $0.01 per share | 191,421 | 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 48,103 unvested restricted stock units that are subject to time-based vesting. Pursuant to the Merger Agreement, the unvested restricted stock units were cancelled immediately prior to the Effective Time and exchanged in accordance with the ratio set forth in the Merger Agreement into an award of Shire restricted stock units with respect to 11,620 Shire ADSs.
- F4This stock option, which is subject to vesting as to 14,445 shares on September 2, 2016 and 14,445 shares on September 2, 2017, was cancelled immediately prior to the Effective Time and exchanged in accordance with the ratio set forth in the Merger Agreement into an option to purchase 10,469 Shire ADSs with an exercise price of $141.92.
- F5This stock option, which is subject to vesting as to 18,184 shares on March 3, 2017 and 18,185 shares on March 3, 2018, was cancelled immediately prior to the Effective Time and exchanged in accordance with the ratio set forth in the Merger Agreement into an option to purchase 13,180 Shire ADSs with an exercise price of $132.62.
- F6This stock option, which is subject to vesting as to 2,051 shares on July 1, 2016, 2,052 shares on July 1, 2017 and 2,052 shares on July 1, 2018, was cancelled immediately prior to the Effective Time and exchanged in accordance with the ratio set forth in the Merger Agreement into an option to purchase 1,487 Shire ADSs with an exercise price of $130.39.
- F7This stock option, which is subject to vesting on July 1, 2020, was cancelled immediately prior to the Effective Time and exchanged in accordance with the ratio set forth in the Merger Agreement into an option to purchase 46,250 Shire ADSs with an exercise price of $130.39.