Tuckson Reed Vaughn 4

Accession 0000899243-23-016482

CIK 0000891293other

Filed

Jun 25, 8:00 PM ET

Accepted

Jun 26, 4:05 PM ET

Size

21.4 KB

Accession

0000899243-23-016482

Form 4

Period: 2023-06-26

Director

Transactions

Disposition from Tender
Common Stock
2023-06-26$9.10/sh−48,639$442,615→ 0 total
Disposition to Issuer
Stock Option (Right to Buy)
2023-06-26−50,000→ 0 total
Exercise: $4.25→ Common Stock (50,000 underlying)
Disposition to Issuer
Stock Option (Right to Buy)
2023-06-26−120,000→ 0 total
Exercise: $0.84→ Common Stock (120,000 underlying)
Disposition to Issuer
Stock Option (Right to Buy)
2023-06-26−80,000→ 0 total
Exercise: $3.30→ Common Stock (80,000 underlying)
Disposition to Issuer
Stock Option (Right to Buy)
2023-06-26−80,000→ 0 total
Exercise: $4.49→ Common Stock (80,000 underlying)
Disposition to Issuer
Stock Option (Right to Buy)
2023-06-26−80,000→ 0 total
Exercise: $4.08→ Common Stock (80,000 underlying)
Disposition to Issuer
Stock Option (Right to Buy)
2023-06-26−60,000→ 0 total
Exercise: $4.61→ Common Stock (60,000 underlying)
Disposition to Issuer
Stock Option (Right to Buy)
2023-06-26−126,000→ 0 total
Exercise: $1.00→ Common Stock (126,000 underlying)

Footnotes (2)

[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 May 10, 2023, by and among the Issuer, Swedish Orphan Biovitrum AB (publ) ("Parent"), and Cleopatra Acquisition Corp., an indirect wholly owned subsidiary of Parent ("Purchaser"), pursuant to which Purchaser completed a tender offer for shares of common stock of the Issuer ("Company Common Stock") and thereafter merged with and into the Issuer, effective as of June 26, 2023 (the "Effective Time"). At the Effective Time, each issued and outstanding share of Company Common Stock was cancelled and converted into the right to receive $9.10 in cash (the "Offer Price") without interest and subject to applicable withholding taxes.
[F2]Pursuant to the Merger Agreement, each option to purchase shares of Company Common Stock that was outstanding immediately prior to the Effective Time, whether or not vested, with an exercise price that was less than the Offer Price, terminated and was cancelled immediately prior to the Effective Time and converted into the right to receive a cash payment (without interest, and less any applicable withholding taxes) equal to (A) the excess of (x) the Offer Price over (y) the exercise price payable per share of Company Common Stock under such option, multiplied by (B) the total number of shares of Company Common Stock subject to such option.

Documents

1 file

CTI BIOPHARMA CORP

CIK 0000891293

Entity typeother