4//SEC Filing
Fairey William 4
Accession 0000899243-20-031757
CIK 0001552451other
Filed
Nov 18, 7:00 PM ET
Accepted
Nov 19, 8:20 PM ET
Size
15.8 KB
Accession
0000899243-20-031757
Insider Transaction Report
Form 4
MyoKardia, Inc.MYOK
Fairey William
See Remarks
Transactions
- Disposition from Tender
Common Stock
2020-11-17−42,199→ 0 total - Disposition to Issuer
Stock Option (Right to buy)
2020-11-17−69,500→ 0 totalExercise: $40.99→ Common Stock (69,500 underlying) - Disposition to Issuer
Stock Option (Right to buy)
2020-11-17−39,022→ 0 totalExercise: $70.40→ Common Stock (39,022 underlying)
Footnotes (3)
- [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 October 3, 2020, by and among the Issuer, Bristol-Myers Squibb Company ("Parent"), and Gotham Merger Sub Inc., a direct wholly owned subsidiary of Parent ("Merger Sub"), pursuant to which Merger Sub completed a tender offer for shares of common stock of the Issuer (each, a "Share") and thereafter merged with and into the Issuer (the "Merger") effective as of November 17, 2020 (the "Effective Time"). At the Effective Time, each issued and outstanding Share was cancelled and converted into the right to receive $225.00 in cash (the "Offer Price") without interest and subject to applicable withholding taxes.
- [F2]A portion of this amount consists of unvested restricted stock units ("RSUs"). Pursuant to the terms of the Merger Agreement, each Issuer RSU that was outstanding immediately prior to the Effective Time, whether vested or unvested, was cancelled at the Effective Time and automatically converted into the right to receive for each Share underlying such RSU, without interest and subject to deduction for any required withholding under applicable tax law, an amount in cash from Parent or the Issuer equal to the Offer Price.
- [F3]Pursuant to the terms of the Merger Agreement, at the Effective Time, each Issuer option that was outstanding (whether vested or unvested) immediately prior to the Effective Time and then exercisable for a per share exercise price less than the Offer Price that would be payable in respect of the Shares underlying such Issuer option (was cancelled and automatically converted into solely the right to receive, for each Share underlying such Issuer option, without interest and subject to deduction for any required withholding under applicable tax law, an amount in cash from Parent or the Issuer equal to the excess of (i) the Offer Price over (ii) the per share exercise price of such Issuer option.
Issuer
MyoKardia, Inc.
CIK 0001552451
Entity typeother
Related Parties
1- filerCIK 0001727275
Filing Metadata
- Form type
- 4
- Filed
- Nov 18, 7:00 PM ET
- Accepted
- Nov 19, 8:20 PM ET
- Size
- 15.8 KB