4//SEC Filing
MEDIVATION, INC. 4
Accession 0001209191-16-143384
CIK 0001011835operating
Filed
Sep 29, 8:00 PM ET
Accepted
Sep 30, 5:46 PM ET
Size
11.9 KB
Accession
0001209191-16-143384
Insider Transaction Report
Form 4
MEDIVATION, INC.MDVN
Jarrett Jennifer
Chief Financial Officer
Transactions
- Disposition to Issuer
Non-Qualified Stock Option (right to buy)
2016-09-28−119,885→ 0 totalExercise: $46.45Exp: 2026-04-08→ Common Stock (119,885 underlying) - Disposition to Issuer
Common Stock
2016-09-28−29,971→ 0 total - Disposition to Issuer
Performance-Based Restricted Stock Units
2016-09-28−37,463→ 0 totalExercise: $0.00Exp: 2020-04-07→ Common Stock (37,463 underlying)
Footnotes (5)
- [F1]Disposed of pursuant to an Agreement and Plan of Merger (the "Merger Agreement"), dated August 20, 2016, among the Issuer, Pfizer Inc., a Delaware corporation ("Parent"), and Montreal, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent ("Purchaser"), in exchange for a cash consideration of $81.50 per share (without interest) subject to any required withholding of taxes. Pursuant to the Merger Agreement, the Purchaser merged with and into the Issuer, with the Issuer surviving as a wholly-owned subsidiary of Parent (the "Merger"). In connection with the Merger, Purchaser offered to purchase all of the outstanding shares of common stock, par value $0.01 per share of the Issuer, at a price of $81.50 per share, net to the seller in cash (without interest) but subject to any required withholding of taxes, upon the terms and conditions set forth in the offer to purchase dated August 30, 2016, and in the related letter of transmittal.
- [F2]Represents unvested restricted stock units (the "RSUs") that were cancelled in the Merger and, in lieu of any issuance of shares in settlement of such RSUs, converted into the right to receive cash payment equal to $81.50 per share (without interest) subject to any required withholding of taxes. In connection with the Merger, vesting of the RSUs was accelerated and the RSUs became fully vested effective immediately prior to the effective time of the Merger.
- [F3]This option was cancelled in the Merger in exchange for a cash payment equal to $81.50 per share (without interest) subject to any required withholding of taxes minus the per share exercise price of the option. In connection with the Merger, vesting of the option was accelerated and the option became fully vested and exercisable effective immediately prior to the effective time of the Merger.
- [F4]The number of shares subject to the performance-based restricted stock unit (the "PSUs") is based on deemed satisfaction of all applicable performance goals at the maximum levels.
- [F5]The PSUs were cancelled in the Merger and, in lieu of any issuance of shares in settlement of such PSUs, converted into the right to receive cash payment equal to $81.50 per share (without interest) subject to any required withholding of taxes. In connection with the Merger, vesting of the PSUs was accelerated and the PSUs became fully vested effective immediately prior to the effective time of the Merger.
Documents
Issuer
MEDIVATION, INC.
CIK 0001011835
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001011835
Filing Metadata
- Form type
- 4
- Filed
- Sep 29, 8:00 PM ET
- Accepted
- Sep 30, 5:46 PM ET
- Size
- 11.9 KB