4//SEC Filing
Baxalta Inc 4
Accession 0000899243-16-021965
CIK 0001620546operating
Filed
Jun 6, 8:00 PM ET
Accepted
Jun 7, 4:31 PM ET
Size
27.6 KB
Accession
0000899243-16-021965
Insider Transaction Report
Form 4
Baxalta IncBXLT
FOSLER GAIL D
Director
Transactions
- Disposition to Issuer
Stock Option (Right to Buy)
2016-06-03−4,280→ 0 totalExercise: $26.33Exp: 2017-05-01→ Common Stock, par value $0.01 per share (4,280 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2016-06-03−3,760→ 0 totalExercise: $28.95Exp: 2018-05-06→ Common Stock, par value $0.01 per share (3,760 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2016-06-03−4,110→ 0 totalExercise: $34.14Exp: 2024-05-06→ Common Stock, par value $0.01 per share (4,110 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2016-06-03−4,990→ 0 totalExercise: $26.80Exp: 2021-05-03→ Common Stock, par value $0.01 per share (4,990 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2016-06-03−12,588→ 0 totalExercise: $32.15Exp: 2025-05-05→ Common Stock, par value $0.01 per share (12,588 underlying) - Disposition to Issuer
Common Stock, $0.01 par value
2016-06-03−39,364→ 0 total - Disposition to Issuer
Stock Option (Right to Buy)
2016-06-03−4,020→ 0 totalExercise: $25.30Exp: 2022-05-08→ Common Stock, par value $0.01 per share (4,020 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2016-06-03−3,930→ 0 totalExercise: $31.65Exp: 2023-05-07→ Common Stock, par value $0.01 per share (3,930 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2016-06-03−293→ 0 totalExercise: $31.50Exp: 2025-07-01→ Common Stock, par value $0.01 per share (293 underlying)
Footnotes (11)
- [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.
- [F10]This stock option, which is fully vested, was cancelled immediately prior to the Effective Time and was converted into the right to receive a cash payment of $69,030.37 and 567 Shire ADS, representing the amount equal to the Per Share Merger Consideration that the reporting person would have received had the reporting person exercised the option in full on a cashless basis immediately prior to the Effective Time.
- [F11]This stock option, which is fully vested, was cancelled immediately prior to the Effective Time and was converted into the right to receive a cash payment of $1,834.19 and 13 Shire ADS, representing the amount equal to the Per Share Merger Consideration that the reporting person would have received had the reporting person exercised the option in full on a cashless basis immediately prior to the Effective Time.
- [F2]Disposed of pursuant to the Merger Agreement.
- [F3]Includes 4,500 restricted stock units that are subject to vesting on the date of the Baxalta 2017 annual meeting of stockholders. Pursuant to the Merger Agreement, each unvested restricted stock unit was cancelled immediately prior to the effective time of the Merger (the "Effective Time") and converted into the right to receive the Per Share Merger Consideration.
- [F4]This stock option, which is fully vested, was cancelled immediately prior to the Effective Time and was converted into the right to receive a cash payment of $33,267.10 and 272 Shire ADS, representing the amount equal to the Per Share Merger Consideration that the reporting person would have received had the reporting person exercised the option in full on a cashless basis immediately prior to the Effective Time.
- [F5]This stock option, which is fully vested, was cancelled immediately prior to the Effective Time and was converted into the right to receive a cash payment of $25,292.80 and 208 Shire ADS, representing the amount equal to the Per Share Merger Consideration that the reporting person would have received had the reporting person exercised the option in full on a cashless basis immediately prior to the Effective Time.
- [F6]This stock option, which is fully vested, was cancelled immediately prior to the Effective Time and was converted into the right to receive a cash payment of $37,837.67 and 310 Shire ADS, representing the amount equal to the Per Share Merger Consideration that the reporting person would have received had the reporting person exercised the option in full on a cashless basis immediately prior to the Effective Time.
- [F7]This stock option, which is fully vested, was cancelled immediately prior to the Effective Time and was converted into the right to receive a cash payment of $32,828.62 and 269 Shire ADS, representing the amount equal to the Per Share Merger Consideration that the reporting person would have received had the reporting person exercised the option in full on a cashless basis immediately prior to the Effective Time.
- [F8]This stock option, which is fully vested, was cancelled immediately prior to the Effective Time and was converted into the right to receive a cash payment of $22,354.13 and 183 Shire ADS, representing the amount equal to the Per Share Merger Consideration that the reporting person would have received had the reporting person exercised the option in full on a cashless basis immediately prior to the Effective Time.
- [F9]This stock option, which is fully vested, was cancelled immediately prior to the Effective Time and was converted into the right to receive a cash payment of $19,315.25 and 159 Shire ADS, representing the amount equal to the Per Share Merger Consideration that the reporting person would have received had the reporting person exercised the option in full on a cashless basis immediately prior to the Effective Time.
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, 4:31 PM ET
- Size
- 27.6 KB