SEC Form 4 · accession 0000899243-16-021959
Baxalta Inc · BXLT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
John J Orloff
Officer — See Remarks
Period of report
Jun 3, 2016
Accepted (ET)
Jun 7, 2016 · 4:30 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 | 96,384 | — | 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 | 21,667 | D | — | Sep 2, 2024 | Common Stock, par value $0.01 per share | 21,667 | 0 | D |
| Stock Option (Right to Buy)F5 | $32.04 | Jun 3, 2016 | D | 88,168 | D | — | Mar 3, 2025 | Common Stock, par value $0.01 per share | 88,168 | 0 | D |
| Stock Option (Right to Buy)F6 | $31.50 | Jun 3, 2016 | D | 82,063 | D | — | Jul 1, 2025 | Common Stock, par value $0.01 per share | 82,063 | 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 92,626 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 22,352 Shire ADSs.
- F4This stock option, which is subject to vesting as to 7,222 shares on September 2, 2016 and 7,223 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 5,234 Shire ADSs with an exercise price of $141.92.
- F5This stock option, which is subject to vesting as to 29,389 shares on March 3, 2017 and 29,390 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 21,302 Shire ADSs with an exercise price of $132.62.
- F6This stock option, which is subject to vesting as to 27,354 shares on July 1, 2016, 27,354 shares on July 1, 2017 and 27,355 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 19,827 Shire ADSs with an exercise price of $130.39.
Remarks
EVP, Head of Research & Development and Chief Scientific Officer