4//SEC Filing
DiFabio Andrea 4
Accession 0001127602-18-010654
CIK 0001681689other
Filed
Mar 7, 7:00 PM ET
Accepted
Mar 8, 12:17 PM ET
Size
17.4 KB
Accession
0001127602-18-010654
Insider Transaction Report
Form 4
Bioverativ Inc.BIVV
DiFabio Andrea
EVP, Chief Legal Officer
Transactions
- Disposition to Issuer
Restricted Stock Units
2018-03-08−7,489→ 0 total→ Common Stock (7,489 underlying) - Disposition to Issuer
Restricted Stock Units
2018-03-08−31,818→ 0 total→ Common Stock (31,818 underlying) - Disposition to Issuer
Non-Qualified Stock Option
2018-03-08−29,797→ 0 totalExercise: $44.51→ Common Stock (29,797 underlying) - Disposition to Issuer
Non-Qualified Stock Option
2018-03-08−29,797→ 0 totalExercise: $44.51→ Common Stock (29,797 underlying) - Disposition to Issuer
Common Stock
2018-03-08−30,600.203→ 0 total - Disposition to Issuer
Non-Qualified Stock Option
2018-03-08−59,595→ 0 totalExercise: $44.51→ Common Stock (59,595 underlying)
Footnotes (6)
- [F1]Includes 189.6457 shares acquired under the Company's Employee Stock Purchase Plan on March 6, 2018.
- [F2]Includes 8,584 shares subject to restricted stock units. See also note 5.
- [F3]Pursuant to the Agreement and Plan of Merger, dated as of January 21, 2018 (the "Merger Agreement"), between the Company, Sanofi, a French soci?t? anonyme (the "Parent"), and Blink Acquisition Corp. ("Merger Sub"), on March 8, 2018, Merger Sub was merged with and into the Company, with the Company continuing as the surviving corporation and a wholly owned subsidiary of Parent (the "Merger"). Pursuant to the Merger Agreement, at the effective time of the Merger, each share of common stock, par value $0.001 per share, of the Company (each, a "Share") was converted into the right to receive $105.00 in cash.
- [F4]Each restricted stock unit ("RSU") represents a contingent right to receive one Share of the issuer's common stock.
- [F5]Pursuant to the Merger Agreement, each RSU outstanding immediately prior to the consummation of the tender offer by Parent and Merger Sub to acquire all the outstanding Shares for $105.00 in cash (the "Offer") automatically and without any required action on the part of its holder became fully vested and was converted immediately prior to, and contingent upon, the consummation of the Offer into a vested right to receive a lump-sum payment in an amount equal to $105.00 for each Share underlying the RSU, less any required withholding taxes.
- [F6]Pursuant to the Merger Agreement, each option outstanding immediately prior to the consummation of the Offer, whether vested or unvested, automatically became fully vested and was cancelled as of immediately prior to, and contingent upon, the consummation of the Offer in exchange for the right to receive a lump-sum cash payment in the amount of the Option Consideration, if any, less any required withholding taxes, with respect to such Option. "Option Consideration" means, with respect to any Option, an amount equal to the product of (i) the number of Shares issuable under such Option multiplied by (ii) the excess of (x) $105.00 over (y) the exercise price payable in respect of each Share issuable under such Option.
Documents
Issuer
Bioverativ Inc.
CIK 0001681689
Entity typeother
Related Parties
1- filerCIK 0001692506
Filing Metadata
- Form type
- 4
- Filed
- Mar 7, 7:00 PM ET
- Accepted
- Mar 8, 12:17 PM ET
- Size
- 17.4 KB