4//SEC Filing
Pizzo Philip A. 4
Accession 0000899243-22-033158
CIK 0001629137other
Filed
Oct 5, 8:00 PM ET
Accepted
Oct 6, 4:20 PM ET
Size
22.2 KB
Accession
0000899243-22-033158
Insider Transaction Report
Form 4
Pizzo Philip A.
Director
Transactions
- Disposition to Issuer
Common Stock
2022-10-05−9,112→ 0 total - Disposition to Issuer
Restricted Stock Units
2022-10-05−3,600→ 0 total→ Common Stock (3,600 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2022-10-05−15,000→ 0 totalExercise: $42.25→ Common Stock (15,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2022-10-05−7,500→ 0 totalExercise: $56.30→ Common Stock (7,500 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2022-10-05−5,600→ 0 totalExercise: $22.30→ Common Stock (5,600 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2022-10-05−30,000→ 0 totalExercise: $46.49→ Common Stock (30,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2022-10-05−5,600→ 0 totalExercise: $37.09→ Common Stock (5,600 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2022-10-05−5,247→ 0 totalExercise: $64.75→ Common Stock (5,247 underlying)
Footnotes (5)
- [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 restricted stock unit of the Issuer ("RSU") 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 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 0001574286
Filing Metadata
- Form type
- 4
- Filed
- Oct 5, 8:00 PM ET
- Accepted
- Oct 6, 4:20 PM ET
- Size
- 22.2 KB