SEC Form 4 · accession 0000899243-16-021972
Baxalta Inc · BXLT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jacopo Leonardi
Officer — EVP and President, Immunology
Period of report
Jun 3, 2016
Accepted (ET)
Jun 7, 2016 · 4:33 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,F2,F3,F4 | Jun 3, 2016 | A | 1,033 | $0.00 | A | 56,364 | D | |
| Common Stock, par value $0.01 per shareF1,F6 | Jun 3, 2016 | D | 56,364 | — | D | 0 | D | |
| Common Stock, par value $0.01 per shareF1,F7 | Jun 3, 2016 | D | 1,095 | — | D | 0 | I | By 401(k) Plan |
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)F8 | $26.53 | Jun 3, 2016 | D | 2,051 | D | — | Mar 6, 2022 | Common Stock, par value $0.01 per share | 2,051 | 0 | D |
| Stock Option (Right to Buy)F9 | $32.42 | Jun 3, 2016 | D | 8,327 | D | — | Mar 5, 2023 | Common Stock, par value $0.01 per share | 8,327 | 0 | D |
| Stock Option (Right to Buy)F10 | $31.86 | Jun 3, 2016 | D | 11,263 | D | — | Mar 4, 2024 | Common Stock, par value $0.01 per share | 11,263 | 0 | D |
| Stock Option (Right to Buy)F11 | $32.04 | Jun 3, 2016 | D | 39,674 | D | — | Mar 3, 2025 | Common Stock, par value $0.01 per share | 39,674 | 0 | D |
| Stock Option (Right to Buy)F12 | $31.50 | Jun 3, 2016 | D | 230,627 | D | — | Jul 1, 2025 | Common Stock, par value $0.01 per share | 230,627 | 0 | D |
| Stock Option (Right to Buy)F13 | $31.50 | Jun 3, 2016 | D | 43,376 | D | — | Jul 1, 2025 | Common Stock, par value $0.01 per share | 43,376 | 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.
- F10This stock option, which is subject to vesting as to 3,755 shares on March 6, 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 2,721 Shire ADSs with an exercise price of $131.88.
- F11This stock option, which is subject to vesting as to 13,225 shares on March 3, 2017 and 13,225 shares on March 5, 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 9,585 Shire ADSs with an exercise price of $132.62.
- F12This 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 55,723 Shire ADSs with an exercise price of $130.39.
- F13This stock option, which is subject to vesting as to 14,458 shares on July 1, 2016, 14,459 shares on July 1, 2017 and 14,459 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 10,480 Shire ADSs with an exercise price of $130.39.
- F2Represents shares earned under the performance share unit ("PSU") award granted on March 4, 2014 pursuant to the equity plan adopted by Baxter International Inc. ("Baxter") as of such date. The award provides that fifty percent of the PSUs are earned based on Return on Invested Capital ("ROIC") performance annually over a three-year period with one third of the ROIC PSUs allocated to each one-year period, and fifty percent of the PSUs are earned based on growth in shareholder value ("GSV") over a three-year performance period. In connection with the spin-off of Baxalta from Baxter (the "separation"), the PSU award was converted into (x) a number of PSU awards that will be paid out in Baxter common stock (the "Baxter PSU award") equal to the number of Baxter common shares payable in respect of such Baxter PSU award and (y) an equal number of PSU awards that will be paid out in Baxalta common stock (the "Baxalta PSU award").
- F3(Continued From Footnote 2) The Baxalta PSU award provides that the remaining one-third of the ROIC portion of the award for the 2016 performance period will be based on Baxalta's ROIC performance during 2016, and the GSV portion of the award will be based on Baxter's GSV up until the separation, and the combined Baxter and Baxalta GSV following the separation, relative to the growth in shareholder value of the healthcare peers included in Baxter's peer group during the 2014-2016 performance period.
- F4(Continued From Footnote 3) Pursuant to the Merger Agreement, the number of shares underlying the Baxalta PSU award was calculated assuming that the ROIC performance goal for 2016 and the GSV performance goal for the 2014-2016 performance period had been achieved at the greater of (a) 100% of the target level and (b) the actual performance level measured as of the effective time of the Merger (the "Effective Time"). As the PSUs did not constitute derivative securities, they were not required to be reported and were not reported on Form 4 at the time of the grant.
- F5Disposed of pursuant to the Merger Agreement.
- F6Includes 1,534 shares underlying the Baxalta PSU award, including the 1,033 shares earned as described in Notes 2, 3 and 4 above, and 47,145 unvested restricted stock units that are subject to time-based vesting. Pursuant to the Merger Agreement, (i) the Baxalta PSU award was 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 373 Shire ADSs, and (ii) 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 11,375 Shire ADSs.
- F7The number of shares is based on the dollar value of the reporting person's interest in the Baxalta Common Stock Fund under the Baxalta 401(k) plan. In connection with the Merger, each share held by the Baxalta Common Stock Fund was converted into the right to receive the Per Share Merger Consideration. The cash and the Shire ADSs will remain invested in funds under the 401(k) plan until a disposition is made to the reporting person under the terms of the plan.
- F8This stock option, which is fully vested, 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 495 Shire ADSs with an exercise price of $109.81.
- F9This stock option, which is fully vested, 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 2,012 Shire ADSs with an exercise price of $134.19.