4//SEC Filing
BIRD JEFFREY W 4
Accession 0001209191-20-023727
CIK 0001667633other
Filed
Apr 6, 8:00 PM ET
Accepted
Apr 7, 1:25 PM ET
Size
19.6 KB
Accession
0001209191-20-023727
Insider Transaction Report
Form 4
BIRD JEFFREY W
Director10% Owner
Transactions
- Disposition to Issuer
Common Stock
2020-04-07−562,500→ 0 total(indirect: By Partnership) - Disposition to Issuer
Common Stock
2020-04-07−233,564→ 0 total(indirect: By Trust) - Disposition to Issuer
Common Stock
2020-04-07−215,375→ 0 total(indirect: By Partnership) - Disposition to Issuer
Common Stock
2020-04-07−6,596→ 0 total(indirect: By LLC) - Disposition to Issuer
Stock Option (right to buy)
2020-04-07−10,322→ 0 totalExercise: $10.81Exp: 2029-06-11→ Common Stock (10,322 underlying) - Disposition to Issuer
Stock Option (right to buy)
2020-04-07−20,645→ 0 totalExercise: $8.76Exp: 2028-04-26→ Common Stock (20,645 underlying)
Footnotes (7)
- [F1]Disposed of pursuant to an agreement and plan of merger by and between the Issuer, Gilead Sciences, Inc. ("Gilead") and Toro Merger Sub, Inc. ("Purchaser") (the "Merger") in exchange for $95.50 per share, net to the holder in cash, without interest and subject to any withholding of taxes, upon the terms and subject to the conditions described in the Offer to Purchase dated March 10, 2020 (together with any amendments or supplements thereto, the "Offer to Purchase") and in the accompanying Letter of Transmittal (together with any amendments or supplements thereto), which are annexed to and filed with the Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively.
- [F2]Shares held by Bluebird Ventures I, L.P. of which the Reporting Person is the managing director of the general partner. The Reporting Person disclaims beneficial ownership in these shares except as to the Reporting Person's pecuniary interest therein.
- [F3]Shares held by the Jeffrey W. and Christina R. Bird Trust of which the Reporting Person is a trustee. The Reporting Person disclaims beneficial ownership in these shares except as to the Reporting Person's pecuniary interest therein.
- [F4]Shares held by NestEgg Holdings, LP of which the Reporting Person is a trustee of a trust which is the general partner. The Reporting Person disclaims beneficial ownership in these shares except as to the Reporting Person's pecuniary interest therein.
- [F5]Shares held by SHM Investments, LLC, a limited liability company of which the Reporting Person is a member. The Reporting Person disclaims beneficial ownership in these shares except as to the Reporting Person's pecuniary interest therein.
- [F6]This option, which provided for vesting over a three-year period as follows: 1/36th of the shares subject to the option vest in a series of 36 successive equal monthly installments beginning on the date of the closing of the Issuer's initial public offering, subject to Reporting Person's continuous service as of each such date, was accelerated and canceled in the Merger in exchange for a cash payment of $1,790,798.91, representing the difference between the market value of the common stock underlying the option on the effective date of the Merger ($95.50 per share) and the exercise price applicable to each share of common stock underlying the option, which difference is multiplied by the total number of shares of common stock subject to the option.
- [F7]This option, which provided for vesting on the one-year anniversary of the grant date, subject to Reporting Person's continuous service on such date, was canceled in the Merger in exchange for a cash payment of $874,170.18, representing the difference between the market value of the common stock underlying the option on the effective date of the Merger ($95.50 per share) and the exercise price applicable to each share of common stock underlying the option, which difference is multiplied by the total number of shares of common stock subject to the option.
Issuer
Forty Seven, Inc.
CIK 0001667633
Entity typeother
Related Parties
1- filerCIK 0001250409
Filing Metadata
- Form type
- 4
- Filed
- Apr 6, 8:00 PM ET
- Accepted
- Apr 7, 1:25 PM ET
- Size
- 19.6 KB