4//SEC Filing
Baxalta Inc 4
Accession 0000899243-16-021959
CIK 0001620546operating
Filed
Jun 6, 8:00 PM ET
Accepted
Jun 7, 4:30 PM ET
Size
14.1 KB
Accession
0000899243-16-021959
Insider Transaction Report
Form 4
Baxalta IncBXLT
ORLOFF JOHN J
See Remarks
Transactions
- Disposition to Issuer
Stock Option (Right to Buy)
2016-06-03−21,667→ 0 totalExercise: $34.29Exp: 2024-09-02→ Common Stock, par value $0.01 per share (21,667 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2016-06-03−88,168→ 0 totalExercise: $32.04Exp: 2025-03-03→ Common Stock, par value $0.01 per share (88,168 underlying) - Disposition to Issuer
Common Stock, par value $0.01 per share
2016-06-03−96,384→ 0 total - Disposition to Issuer
Stock Option (Right to Buy)
2016-06-03−82,063→ 0 totalExercise: $31.50Exp: 2025-07-01→ Common Stock, par value $0.01 per share (82,063 underlying)
Footnotes (6)
- [F1]This Form 4 is being filed in connection with the June 3, 2016 closing of the merger (the "Merger") of BearTracks, Inc. ("Merger Sub") with and into Baxalta Incorporated ("Baxalta") pursuant to the Agreement and Plan of Merger, dated as of January 11, 2016 (the "Merger Agreement"), among Shire plc ("Shire"), Merger Sub and Baxalta. Upon closing of the Merger, each outstanding share of Baxalta common stock was converted into the right to receive (i) $18 per share in cash, without interest, and (ii) 0.1482 American Depositary Shares of Shire ("Shire ADSs") (or, at the holder's election, 0.4446 of a Shire ordinary share) (the "Per Share Merger Consideration"). On the day prior to the closing date of the Merger, each 0.1482 Shire ADS received in the Merger had a value of $28.16, based on the closing price of a Shire ADS on the NASDAQ Global Select Market on such date.
- [F2]Disposed of pursuant to the Merger Agreement.
- [F3]Includes 92,626 unvested restricted stock units that are subject to time-based vesting. Pursuant to the Merger Agreement, the unvested restricted stock units were cancelled immediately prior to the Effective Time and exchanged in accordance with the ratio set forth in the Merger Agreement into an award of Shire restricted stock units with respect to 22,352 Shire ADSs.
- [F4]This stock option, which is subject to vesting as to 7,222 shares on September 2, 2016 and 7,223 shares on September 2, 2017, was cancelled immediately prior to the Effective Time and exchanged in accordance with the ratio set forth in the Merger Agreement into an option to purchase 5,234 Shire ADSs with an exercise price of $141.92.
- [F5]This stock option, which is subject to vesting as to 29,389 shares on March 3, 2017 and 29,390 shares on March 3, 2018, was cancelled immediately prior to the Effective Time and exchanged in accordance with the ratio set forth in the Merger Agreement into an option to purchase 21,302 Shire ADSs with an exercise price of $132.62.
- [F6]This stock option, which is subject to vesting as to 27,354 shares on July 1, 2016, 27,354 shares on July 1, 2017 and 27,355 shares on July 1, 2018, was cancelled immediately prior to the Effective Time and exchanged in accordance with the ratio set forth in the Merger Agreement into an option to purchase 19,827 Shire ADSs with an exercise price of $130.39.
Documents
Issuer
Baxalta Inc
CIK 0001620546
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001620546
Filing Metadata
- Form type
- 4
- Filed
- Jun 6, 8:00 PM ET
- Accepted
- Jun 7, 4:30 PM ET
- Size
- 14.1 KB