SEC Form 4 · accession 0001127602-18-010677
Bioverativ Inc. · BIVV
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Anna Protopapas
Director
Period of report
Mar 8, 2018
Accepted (ET)
Mar 8, 2018 · 12:53 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 | Mar 8, 2018 | D | 1,056 | — | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF3,F2 | — | Mar 8, 2018 | D | 5,455 | D | — | — | Common Stock | 5,455 | 0 | D |
| Non-Qualified Stock OptionF4 | $52.08 | Mar 8, 2018 | D | 23,006 | D | — | — | Common Stock | 23,006 | 0 | D |
Explanation of responses
- F1Pursuant 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.
- F2Each restricted stock unit ("RSU") represents a contingent right to receive one share of the issuer's common stock.
- F3Pursuant 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.
- F4Pursuant 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.