4//SEC Filing
Moriarty John B 4
Accession 0001140361-24-003540
CIK 0001576263other
Filed
Jan 22, 7:00 PM ET
Accepted
Jan 23, 8:37 PM ET
Size
10.3 KB
Accession
0001140361-24-003540
Insider Transaction Report
Form 4
Moriarty John B
Chief Legal Officer
Transactions
- Disposition to Issuer
Common Stock
2024-01-23−675→ 71,660 total - Disposition to Issuer
Option to Purchase Common Stock
2024-01-23−83,525→ 0 totalExercise: $45.88Exp: 2033-05-01→ Common Stock (83,525 underlying) - Disposition to Issuer
Common Stock
2024-01-23−71,660→ 0 total
Footnotes (4)
- [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 October 8, 2023, among the Issuer, Bristol-Myers Squibb Company ("BMS"), and Vineyard Merger Sub Inc., a wholly owned subsidiary of BMS ("Merger Sub"), pursuant to which Merger Sub merged with and into the Issuer (the "Merger"), effective as of January 23, 2024 (such date and time of such Merger, the "Effective Time"), with the Issuer surviving the Merger as a wholly owned subsidiary of BMS.
- [F2]At the Effective Time, each issued and outstanding share of common stock of the Issuer ("Company Common Stock") reported in this Form 4 was converted into the right to receive (A) $58.00 per share in cash (the "Closing Consideration") and (B) one contingent value right (a "CVR"), which represents the right to receive the Milestone Payment (as such term is defined in the CVR Agreement, which is itself defined in the Merger Agreement) (the consideration contemplated by (A) and (B), together, the "Merger Consideration"), without interest and subject to any withholding taxes.
- [F3]Pursuant to the Merger Agreement, at the Effective Time, each of these restricted stock units ("RSUs") that was outstanding as of immediately prior to the Effective Time was cancelled and the Reporting Person was entitled to receive the Merger Consideration in respect of each such RSU.
- [F4]Pursuant to the Merger Agreement, at the Effective Time, each compensatory option to purchase shares of Company Common Stock (each, a "Company Option") that was outstanding and unexercised as of immediately prior to the Effective Time, whether or not vested, with a per share exercise price ("Per Share Exercise Price") that was less than the Closing Consideration, was cancelled and converted into the right to receive the sum of (A) a cash payment, without interest, equal to (x) the excess of (1) the Closing Consideration over (2) the Per Share Exercise Price, multiplied by (y) the total number of shares of Company Common Stock subject to such Company Option immediately prior to the Effective Time (without regard to vesting) and (B) one CVR for each share of Company Common Stock subject to such Company Option immediately prior to the Effective Time (without regard to vesting).
Documents
Issuer
Mirati Therapeutics, Inc.
CIK 0001576263
Entity typeother
Related Parties
1- filerCIK 0001564621
Filing Metadata
- Form type
- 4
- Filed
- Jan 22, 7:00 PM ET
- Accepted
- Jan 23, 8:37 PM ET
- Size
- 10.3 KB