SEC Form 4 · accession 0001127602-17-009673
Bioverativ Inc. · BIVV
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
John Cox
Officer — Chief Executive Officer · Director
Period of report
Feb 28, 2017
Accepted (ET)
Mar 2, 2017 · 4:08 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001681689
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Feb 28, 2017 | A | 211,679 | $0.00 | A | 226,979 | D | |
| Common StockF3 | Feb 28, 2017 | F | 3,404 | $43.42 | D | 223,575 | D | |
| Common StockF3 | Feb 28, 2017 | F | 3,383 | $49.56 | D | 220,192 | D | |
| Common StockF3 | Feb 28, 2017 | F | 8,355 | $47.76 | D | 211,837 | D | |
| Common StockF3 | Feb 28, 2017 | F | 6,986 | $43.42 | D | 204,851 | D | |
| Common StockF3 | Feb 28, 2017 | F | 2,641 | $49.56 | D | 202,210 | D | |
| Common StockF3 | Feb 28, 2017 | F | 6,436 | $47.76 | D | 195,774 | D | |
| Common StockF3 | Feb 28, 2017 | F | 6,726 | $43.42 | D | 189,048 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Non-Qualified Stock OptionF4,F5 | $7.82 | Feb 28, 2017 | A | 48,230 | A | — | Feb 23, 2019 | Common Stock | 48,230 | 48,230 | D |
| Non-Qualified Stock OptionF4,F5 | $9.53 | Feb 28, 2017 | A | 18,381 | A | — | Feb 11, 2018 | Common Stock | 18,381 | 18,381 | D |
Explanation of responses
- F1Includes restricted stock units granted by Bioverativ Inc. ("Bioverativ") to the reporting person as a result of the conversion of existing Biogen Inc. ("Biogen") cash-settled performance units, market stock units and restricted stock units held by the reporting person prior to the spin-off of Bioverativ from Biogen on February 1, 2017 ("Spin-off"), as set forth in an employee matters agreement entered into between Bioverativ and Biogen in connection with the Spin-Off. Restricted stock units that are unvested continue to vest on the dates of the original Biogen awards.
- F2Includes 15,300 shares acquired in a pro rata distribution by Biogen in connection with the Spin-Off.
- F3Represents the number of shares forfeited by the reporting person to cover the payment of taxes incurred as a result of vesting of restricted stock units.
- F4Represents stock options to purchase Bioverativ common stock granted to the reporting person as a result of the conversion of existing Biogen stock options held by the reporting person prior to the Spin-Off, as set forth in an employee matters agreement entered into between Bioverativ and Biogen in connection with the Spin-Off.
- F5This option is presently exercisable in full.