SEC Form 4 · accession 0001127602-18-005561
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 11, 2018
Accepted (ET)
Feb 13, 2018 · 5:01 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 Stock | Feb 11, 2018 | M | 18,381 | $9.53 | A | 199,013 | D | |
| Common StockF3 | Feb 11, 2018 | F | 7,672 | $103.05 | D | 191,341 | 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 OptionF1,F2 | $9.53 | Feb 11, 2018 | M | 18,381 | D | — | Feb 11, 2018 | Common Stock | 18,381 | 0 | D |
Explanation of responses
- F1Represents 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 of Bioverativ from Biogen on February 1, 2017, as set forth in an employee matters agreement entered into between Bioverativ and Biogen in connection with the spin-off. These stock options are subject to the terms of the Bioverativ 2017 Omnibus Equity Plan. Under the terms of the Bioverativ 2017 Omnibus Equity Plan, vested stock options are automatically exercised if on the expiration date of such stock option the per share exercise price is less than the closing price of the common stock on that date. Further, under the 2017 Omnibus Equity Plan, after such exercise, the Company will deliver to the reporting person that number of shares subject to the vested stock option less the number of shares with a value that is equal to the aggregate fair market value of (1) the aggregate exercise price of the vested stock option and (2) the amount necessary to satisfy any required withholding of taxes or social insurance contributions.
- F2This option is presently exercisable in full.
- F3Represents the number of shares withheld by Bioverativ upon the automatic exercise of stock options to satisfy the aggregate exercise price and required tax withholdings.