4//SEC Filing
Marek David C 4
Accession 0001209191-23-017720
CIK 0001679082other
Filed
Mar 9, 7:00 PM ET
Accepted
Mar 10, 9:30 AM ET
Size
18.3 KB
Accession
0001209191-23-017720
Insider Transaction Report
Form 4
Marek David C
DirectorPrincipal Executive Officer
Transactions
- Disposition to Issuer
Stock Options (Right to Buy)
2023-03-10−306,427→ 0 totalExercise: $20.54Exp: 2031-01-14→ Common Shares (306,427 underlying) - Disposition to Issuer
Common Shares
2023-03-10−95,675→ 321,924 total - Disposition to Issuer
Common Shares
2023-03-10−321,924→ 0 total - Disposition to Issuer
Performance Stock Unit
2023-03-10−134,567→ 0 total→ Common Shares (134,567 underlying) - Disposition to Issuer
Stock Options (Right to Buy)
2023-03-10−208,218→ 0 totalExercise: $17.88Exp: 2031-04-14→ Common Shares (208,218 underlying) - Disposition to Issuer
Stock Options (Right to Buy)
2023-03-10−204,808→ 0 totalExercise: $11.33Exp: 2032-04-14→ Common Shares (204,808 underlying)
Footnotes (8)
- [F1]On March 10, 2023, Sumitovant Biopharma Ltd. ("Sumitovant") acquired all of the common shares of the Issuer not previously held by it pursuant to the terms of an Agreement and Plan of Merger, dated as of October 23, 2022 (the "Merger Agreement"), and a related Statutory Merger Agreement (the "Statutory Merger Agreement", and together with the Merger Agreement, the "Merger Agreements"), entered into by and among the Issuer, Sumitovant, Zeus Sciences Ltd., a wholly owned subsidiary of Sumitovant ("Merger Sub"), and other parties thereto. Pursuant to the Merger Agreements, Merger Sub merged with and into the Issuer, with the Issuer continuing as a wholly owned subsidiary of Sumitovant (the "Merger").
- [F2]At the effective time of the Merger (the "Effective Time"), each common share of the Issuer outstanding immediately prior to the Effective Time (other than certain excluded shares) automatically converted into the right to receive $27.00 in cash, without interest and less any applicable withholding taxes (the "Per Share Consideration").
- [F3]Reflects restricted stock units ("RSUs"). Each RSU outstanding immediately prior to the Effective Time that had not been settled in Issuer common shares was canceled and converted into the right to receive an amount (subject to any applicable withholding tax) in cash, without interest, equal to the product of (a) the Per Share Consideration, multiplied by (b) the total number of Issuer common shares subject to such RSU immediately prior to the Effective Time.
- [F4]One-fourth of the options vested on January 15, 2022, and one-sixteenth of the options vest each quarter thereafter.
- [F5]Each then-outstanding and unexercised Issuer stock option (whether vested or unvested) was canceled and converted into the right to receive an amount (subject to any withholding tax) in cash, without interest, equal to the product of (a) the excess, if any, of (i) the Per Share Consideration over (ii) the applicable exercise price for such option, multiplied by (b) the total number of Issuer common shares subject to such option.
- [F6]One-fourth of the options vested on April 15, 2022, and one-sixteenth of the options vest each quarter thereafter.
- [F7]One-fourth of the options are scheduled to vest on April 15, 2023, and one-sixteenth of the options are scheduled to vest each quarter thereafter.
- [F8]Each performance-based restricted stock unit ("PSU") outstanding immediately prior to the Effective Time that had not been settled in Issuer common shares was canceled and converted into the right to receive an amount (subject to any applicable withholding tax) in cash, without interest, equal to the product of (a) the Per Share Consideration, multiplied by (b) the total number of Issuer common shares subject to such PSUs (deeming performance goals as being satisfied) immediately prior to the Effective Time.
Documents
Issuer
Myovant Sciences Ltd.
CIK 0001679082
Entity typeother
Related Parties
1- filerCIK 0001556914
Filing Metadata
- Form type
- 4
- Filed
- Mar 9, 7:00 PM ET
- Accepted
- Mar 10, 9:30 AM ET
- Size
- 18.3 KB