SEC Form 4 · accession 0001127602-18-010636

Bioverativ Inc. · BIVV

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Richard Brudnick

Officer — EVP, Business Development

Period of report

Mar 8, 2018

Accepted (ET)

Mar 8, 2018 · 11:25 am 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^F1,F2	Mar 8, 2018	D	22,952	—	D	0	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Restricted Stock Units^F4,F3	—	Mar 8, 2018	D	7,489	D	—	—	Common Stock	7,489	D
Restricted Stock Units^F4,F3	—	Mar 8, 2018	D	31,818	D	—	—	Common Stock	31,818	D
Non-Qualified Stock Option^F5	$44.51	Mar 8, 2018	D	14,899	D	—	—	Common Stock	14,899	D
Non-Qualified Stock Option^F5	$44.51	Mar 8, 2018	D	29,797	D	—	—	Common Stock	29,797	D
Non-Qualified Stock Option^F5	$44.51	Mar 8, 2018	D	59,595	D	—	—	Common Stock	59,595	D

Explanation of responses

F1Includes 4,911 shares subject to restricted stock units. See also note 4.
F2Pursuant to the Agreement and Plan of Merger, dated as of January 21, 2018 (the "Merger Agreement"), between the Company, Sanofi, a French soci?t? anonyme (the "Parent"), and Blink Acquisition Corp. ("Merger Sub"), on March 8, 2018, Merger Sub was merged with and into the Company, with the Company continuing as the surviving corporation and a wholly owned subsidiary of Parent (the "Merger"). Pursuant to the Merger Agreement, at the effective time of the Merger, each share of common stock, par value $0.001 per share, of the Company (each, a "Share") was converted into the right to receive $105.00 in cash.
F3Each restricted stock unit ("RSU") represents a contingent right to receive one share of the issuer's common stock.
F4Pursuant to the Merger Agreement, each RSU outstanding immediately prior to the consummation of the tender offer by Parent and Merger Sub to acquire all the outstanding Shares for $105.00 in cash (the "Offer") automatically and without any required action on the part of its holder became fully vested and was converted immediately prior to, and contingent upon, the consummation of the Offer into a vested right to receive a lump-sum payment in an amount equal to $105.00 for each Share underlying the RSU, less any required withholding taxes.
F5Pursuant to the Merger Agreement, each option outstanding immediately prior to the consummation of the Offer, whether vested or unvested, automatically became fully vested and was cancelled as of immediately prior to, and contingent upon, the consummation of the Offer in exchange for the right to receive a lump-sum cash payment in the amount of the Option Consideration, if any, less any required withholding taxes, with respect to such Option. "Option Consideration" means, with respect to any Option, an amount equal to the product of (i) the number of Shares issuable under such Option multiplied by (ii) the excess of (x) $105.00 over (y) the exercise price payable in respect of each Share issuable under such Option.