4//SEC Filing
LOVE TED W 4
Accession 0000899243-22-033149
CIK 0001629137other
Filed
Oct 5, 8:00 PM ET
Accepted
Oct 6, 4:15 PM ET
Size
42.8 KB
Accession
0000899243-22-033149
Insider Transaction Report
Form 4
LOVE TED W
DirectorSee Remarks
Transactions
- Disposition to Issuer
Common Stock
2022-10-05−2,500→ 0 total(indirect: By Daughter) - Disposition to Issuer
Restricted Stock Units
2022-10-05−11,250→ 0 total→ Common Stock (11,250 underlying) - Disposition to Issuer
Restricted Stock Units
2022-10-05−26,865→ 0 total→ Common Stock (26,865 underlying) - Disposition to Issuer
Restricted Stock Units
2022-10-05−63,768→ 0 total→ Common Stock (63,768 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2022-10-05−145,000→ 0 totalExercise: $48.44→ Common Stock (145,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2022-10-05−114,190→ 0 totalExercise: $65.82→ Common Stock (114,190 underlying) - Disposition to Issuer
Common Stock
2022-10-05−576,318→ 0 total - Disposition to Issuer
Common Stock
2022-10-05−119,650→ 0 total(indirect: By Trust) - Disposition to Issuer
Common Stock
2022-10-05−119,650→ 0 total(indirect: By Trust) - Disposition to Issuer
Common Stock
2022-10-05−102,000→ 0 total(indirect: By Trust) - Disposition to Issuer
Common Stock
2022-10-05−2,500→ 0 total(indirect: By Daughter) - Disposition to Issuer
Restricted Stock Units
2022-10-05−47,223→ 0 total→ Common Stock (47,223 underlying) - Disposition to Issuer
Restricted Stock Units
2022-10-05−109,116→ 0 total→ Common Stock (109,116 underlying) - Disposition to Issuer
Restricted Stock Units
2022-10-05−141,400→ 0 total→ Common Stock (141,400 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2022-10-05−114,515→ 0 totalExercise: $16.40→ Common Stock (114,515 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2022-10-05−122,000→ 0 totalExercise: $59.60→ Common Stock (122,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2022-10-05−132,433→ 0 totalExercise: $44.48→ Common Stock (132,433 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2022-10-05−118,090→ 0 totalExercise: $29.87→ Common Stock (118,090 underlying)
Footnotes (7)
- [F1]This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of August 7, 2022, by and among the Issuer, Pfizer Inc., a Delaware corporation ("Parent"), and Ribeye Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), pursuant to which Merger Sub merged with and into the Issuer, with the Issuer surviving the merger as a wholly owned subsidiary of Parent (the "Merger"), effective as of the effective time of the Merger (the "Effective Time") on October 5, 2022. At the Effective Time, each share of the Issuer's common stock, par value $0.001 per share ("Common Stock"), reported in this Form 4 was converted into the right to receive $68.50 in cash (the "Merger Consideration"), without interest and subject to any required tax withholding, upon the terms and subject to the conditions of the Merger Agreement.
- [F2](Continued from Footnote 1) From and after the Effective Time, all such shares of Common Stock were no longer outstanding and were automatically canceled.
- [F3]Each (i) restricted stock unit of the Issuer subject only to service-based vesting requirements ("RSU") and (ii) restricted stock unit of the Issuer subject to performance-based vesting requirements ("PSU") represented a contingent right to receive one share of Common Stock.
- [F4]Pursuant to the terms of the Merger Agreement, at the Effective Time, subject to all required withholding taxes, each outstanding RSU, was canceled and converted into the right to receive an amount in cash equal to (i) the number of shares of Common Stock subject to such RSU immediately prior to the completion of the Merger multiplied by (ii) the Merger Consideration.
- [F5]Pursuant to the terms of the Merger Agreement, at the Effective Time, subject to all required withholding taxes, each outstanding PSU was canceled and converted into the right to receive an amount in cash equal to (i) (x) with respect to a PSU subject to vesting based on the Issuer's relative total shareholder return, approximately 199.5% of the target number of shares of Common Stock subject to such PSU immediately prior to the Effective Time and (y) with respect to a PSU subject to vesting based on the Issuer's relative percentage of patient share, the target number of shares of Common Stock subject to such PSU immediately prior to the Effective Time, in each case multiplied by (ii) the Merger Consideration. Includes 36,239 additional shares of Common Stock deemed vested as of immediately prior to the Effective Time in accordance with the preceding sentence.
- [F6]Each outstanding PSU tied to a price hurdle with respect to a share of Common Stock (and not relative total shareholder return) was forfeited at the Effective Time.
- [F7]Pursuant to the terms of the Merger Agreement, at the Effective Time, subject to all required withholding taxes, each outstanding option to purchase shares of Common Stock granted under an Issuer equity plan (each, an "Issuer Stock Option"), whether vested or unvested, was canceled in exchange for the right to receive an amount in cash equal to (i) the number of shares of Common Stock subject to such Issuer Stock Option immediately prior to the Effective Time multiplied by (ii) the excess, if any, of the Merger Consideration over the exercise price per share of such Issuer Stock Option.
Documents
Issuer
Global Blood Therapeutics, Inc.
CIK 0001629137
Entity typeother
Related Parties
1- filerCIK 0001188919
Filing Metadata
- Form type
- 4
- Filed
- Oct 5, 8:00 PM ET
- Accepted
- Oct 6, 4:15 PM ET
- Size
- 42.8 KB