SIMPSON TODD E 4

Accession 0000950170-23-070882

CIK 0001060736other

View on SEC.gov Company Profile

Filed

Dec 14, 7:00 PM ET

Accepted

Dec 15, 6:42 PM ET

Size

62.1 KB

Accession

0000950170-23-070882

Insider Transaction Report

Form 4

Period: 2023-12-14

Seagen Inc.SGEN

SIMPSON TODD E

Chief Financial Officer

Transactions

Disposition to Issuer
Performance Stock Units
2023-12-14−11,400→ 0 total
→ Common stock (11,400 underlying)
Disposition to Issuer
Common Stock
2023-12-14$229.00/sh−93,292$21,363,868→ 0 total
Disposition to Issuer
Stock Options (Right to Buy)
2023-12-14−1,301→ 0 total
Exercise: $76.86Exp: 2028-08-30→ Common stock (1,301 underlying)
Disposition to Issuer
Stock Options (Right to Buy)
2023-12-14−47,904→ 0 total
Exercise: $76.86Exp: 2028-08-30→ Common stock (47,904 underlying)
Disposition to Issuer
Stock Options (Right to Buy)
2023-12-14−49,232→ 0 total
Exercise: $72.64Exp: 2029-08-30→ Common stock (49,232 underlying)
Disposition to Issuer
Stock Options (Right to Buy)
2023-12-14−20,774→ 0 total
Exercise: $161.82Exp: 2030-08-17→ Common stock (20,774 underlying)
Disposition to Issuer
Performance Stock Units
2023-12-14−1,310→ 0 total
→ Common stock (1,310 underlying)
Disposition to Issuer
Restricted Stock Units
2023-12-14−11,585→ 0 total
→ Common stock (11,585 underlying)
Disposition to Issuer
Performance Stock Units
2023-12-14−6,666→ 0 total
→ Common stock (6,666 underlying)
Disposition to Issuer
Restricted Stock Units
2023-12-14−1,395→ 0 total
→ Common stock (1,395 underlying)
Disposition to Issuer
Restricted Stock Units
2023-12-14−5,547→ 0 total
→ Common stock (5,547 underlying)
Disposition to Issuer
Restricted Stock Units
2023-12-14−14,746→ 0 total
→ Common stock (14,746 underlying)
Disposition to Issuer
Performance Stock Units
2023-12-14−4,120→ 0 total
→ Common stock (4,120 underlying)
Disposition to Issuer
Performance Stock Units
2023-12-14−14,251→ 0 total
→ Common stock (14,251 underlying)
Disposition to Issuer
Performance Stock Units
2023-12-14−983→ 0 total
→ Common stock (983 underlying)
Disposition to Issuer
Stock Options (Right to Buy)
2023-12-14−1,333→ 0 total
Exercise: $72.64Exp: 2029-08-30→ Common stock (1,333 underlying)
Disposition to Issuer
Stock Options (Right to Buy)
2023-12-14−636→ 0 total
Exercise: $161.82Exp: 2030-08-17→ Common stock (636 underlying)
Disposition to Issuer
Stock Options (Right to Buy)
2023-12-14−642→ 0 total
Exercise: $155.87Exp: 2031-08-16→ Common stock (642 underlying)
Disposition to Issuer
Stock Options (Right to Buy)
2023-12-14−26,427→ 0 total
Exercise: $155.87Exp: 2031-08-16→ Common stock (26,427 underlying)
Disposition to Issuer
Stock Options (Right to Buy)
2023-12-14−10,526→ 0 total
Exercise: $34.20Exp: 2026-05-09→ Common stock (10,526 underlying)
Disposition to Issuer
Performance Stock Units
2023-12-14−3,276→ 0 total
→ Common stock (3,276 underlying)
Disposition to Issuer
Performance Stock Units
2023-12-14−656→ 0 total
→ Common stock (656 underlying)
Disposition to Issuer
Performance Stock Units
2023-12-14−1,639→ 0 total
→ Common stock (1,639 underlying)
Disposition to Issuer
Performance Stock Units
2023-12-14−1,827→ 0 total
→ Common stock (1,827 underlying)
Disposition to Issuer
Restricted Stock Units
2023-12-14−2,158→ 0 total
→ Common stock (2,158 underlying)
Disposition to Issuer
Performance Stock Units
2023-12-14−3,276→ 0 total
→ Common stock (3,276 underlying)
Disposition to Issuer
Performance Stock Units
2023-12-14−1,966→ 0 total
→ Common stock (1,966 underlying)

Footnotes (8)

[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.
[F6]Pursuant to the Merger Agreement, at the Effective Time, each outstanding performance-based restricted stock unit (each, a "Company PSU"), other than any Company Products PSU or any Company August 2023 PSU (each, as defined below), was cancelled and converted into the right to receive 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 PSU, based on the greater of the target and actual performance. Amounts are shown here based on actual performance.
[F7]Pursuant to the Merger Agreement, at the Effective Time, each outstanding "Company Products PSU" (as defined in the Merger Agreement) that was unvested as of immediately prior to the Effective Time was cancelled and converted into the right to receive a Parent cash-based award subject to the same performance-based vesting requirements with respect to an amount in cash that is equal to the product of (i) the Merger Consideration, multiplied by (ii) the number of shares of Common Stock then subject to such Company Products PSU.
[F8]Pursuant to the Merger Agreement, at the Effective Time, each outstanding performance-based restricted stock unit granted in August 2023 (each, a "Company August 2023 PSU") that was unvested as of immediately prior to the Effective Time, was cancelled and converted into the right to receive a Parent cash-based award 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 Company August 2023 PSU, based on target performance.

Documents

1 file

4
ownership.xmlPrimary
4

Issuer

Seagen Inc.

CIK 0001060736

→

Entity typeother

Related Parties

filerCIK 0001216477

Filing Metadata

Form type: 4
Filed: Dec 14, 7:00 PM ET
Accepted: Dec 15, 6:42 PM ET
Size: 62.1 KB

View on SEC.gov