4//SEC Filing
LOVE TED W 4
Accession 0000950170-23-070880
CIK 0001060736other
Filed
Dec 14, 7:00 PM ET
Accepted
Dec 15, 6:39 PM ET
Size
17.5 KB
Accession
0000950170-23-070880
Insider Transaction Report
Form 4
Seagen Inc.SGEN
LOVE TED W
Director
Transactions
- Disposition to Issuer
Common Stock
2023-12-14$229.00/sh−4,255$974,395→ 0 total - Disposition to Issuer
Stock Options (Right to Buy)
2023-12-14−4,460→ 0 totalExercise: $161.82Exp: 2030-08-17→ Common stock (4,460 underlying) - Disposition to Issuer
Stock Options (Right to Buy)
2023-12-14−3,462→ 0 totalExercise: $147.50Exp: 2031-05-14→ Common stock (3,462 underlying) - Disposition to Issuer
Stock Options (Right to Buy)
2023-12-14−3,676→ 0 totalExercise: $135.63Exp: 2032-05-13→ Common stock (3,676 underlying) - Disposition to Issuer
Restricted Stock Units
2023-12-14−449→ 0 total→ Common stock (449 underlying) - Disposition to Issuer
Restricted Stock Units
2023-12-14−2,044→ 0 total→ Common stock (2,044 underlying)
Footnotes (5)
- [F1]Reflects the disposition of shares of common stock, par value $0.001 per share ("Common Stock"), of Seagen Inc. ("Issuer"), or of equity awards in respect of such Common Stock, as applicable, in connection with the consummation of the transactions contemplated by the Agreement and Plan of Merger, dated as of March 12, 2023 (the "Merger Agreement"), by and among the Issuer, Pfizer Inc. ("Parent") and Aris Merger Sub, Inc. ("Merger Sub"), a wholly owned subsidiary of Parent, pursuant to which, at 12:01 a.m. EST on December 14, 2023, the effective time of the Merger (the "Effective Time"), Merger Sub merged with and into the Issuer, with the Issuer surviving as a subsidiary of Parent (the "Merger").
- [F2]Pursuant to the Merger Agreement, at the Effective Time, each issued and outstanding share of Common Stock (other than certain excluded shares described in the Merger Agreement) was cancelled and converted automatically into the right to receive cash in an amount equal to $229.00 per share of Common Stock (the "Merger Consideration").
- [F3]Pursuant to the Merger Agreement, each outstanding option, whether or not then vested, was cancelled in exchange for the right to receive an amount in cash equal to the product of (i) the excess, if any, of the Merger Consideration over the per-share exercise price of such option, multiplied by (ii) the number of shares of Common Stock then subject to such option.
- [F4]Pursuant to the Merger Agreement, at the Effective Time, each outstanding restricted stock unit (each, a "Company RSU"), other than any Post-Signing Company RSU (as defined below), was cancelled and converted into the right to receive an amount in cash equal to the product of (i) the Merger Consideration, multiplied by (ii) the number of shares of Common Stock then subject to such Company RSU.
- [F5]Pursuant to the Merger Agreement, at the Effective Time, each outstanding Company RSU granted after March 12, 2023 that was unvested as of immediately prior to the Effective Time (each, a "Post-Signing Company RSU") was cancelled and converted into the right to receive a Parent cash-based award subject to service-based vesting requirements with respect to an amount in cash equal to the product of (i) the Merger Consideration, multiplied by (ii) the number of shares of Common Stock then subject to such Post-Signing Company RSU.
Documents
Issuer
Seagen Inc.
CIK 0001060736
Entity typeother
Related Parties
1- filerCIK 0001188919
Filing Metadata
- Form type
- 4
- Filed
- Dec 14, 7:00 PM ET
- Accepted
- Dec 15, 6:39 PM ET
- Size
- 17.5 KB