4//SEC Filing
TOMBESI PAOLO 4
Accession 0001209191-22-046272
CIK 0001595893other
Filed
Aug 16, 8:00 PM ET
Accepted
Aug 17, 4:31 PM ET
Size
11.6 KB
Accession
0001209191-22-046272
Insider Transaction Report
Form 4
TOMBESI PAOLO
EVP & Chief Financial Officer
Transactions
- Disposition to Issuer
Common Stock
2022-08-17$76.00/sh−29,778$2,263,128→ 0 total - Disposition to Issuer
Stock Option (right to buy)
2022-08-17−58,600→ 0 totalExercise: $37.68Exp: 2032-02-08→ Common Stock (58,600 underlying) - Disposition to Issuer
Stock Option (right to buy)
2022-08-17−61,200→ 0 totalExercise: $62.63Exp: 2031-07-25→ Common Stock (61,200 underlying)
Footnotes (4)
- [F1]Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of June 2, 2022, by and among Turning Point Therapeutics, Inc. (the "Issuer"), Bristol-Myers Squibb Company ("BMS") and Rhumba Merger Sub Inc., a wholly owned subsidiary of BMS ("Purchaser"), on August 17, 2022, Purchaser completed a tender offer for shares of common stock of the Issuer (each, a "Share") and thereafter merged with and into the Issuer, with the Issuer continuing as the surviving corporation and a wholly owned subsidiary of BMS (the "Merger"). At the effective time of the Merger, each issued and outstanding Share was cancelled in exchange for $76.00 per Share in cash, without interest, subject to any applicable withholding of taxes (the "Cash Amount"). Pursuant to the terms of the Merger Agreement, the Shares were tendered and disposed of at the Offer Acceptance Time (as defined in the Merger Agreement) in exchange for the right to receive the Cash Amount.
- [F2]At the effective time of the Merger, pursuant to the Merger Agreement, each outstanding restricted stock unit award ("RSU") whether vested or unvested was cancelled and automatically converted into the right to receive cash, without interest, in an amount equal to $76.00 per Share issuable in settlement of such RSU immediately before the effective time of the Merger, net of any withholding taxes required to be deducted and withheld by applicable law.
- [F3]Includes 1,078 shares acquired on June 10, 2022 pursuant to the Issuer's Employee Stock Purchase Plan.
- [F4]At the effective time of the Merger, pursuant to the Merger Agreement, each outstanding option was accelerated and became fully vested and exercisable and was cancelled and automatically converted into the right to receive cash, without interest, in an amount equal to the product of (i) the total number of Shares subject to such option multiplied by (ii) the excess of (x) $76.00 per Share over (y) the exercise price payable per Share under such option, net of any withholding taxes required to be deducted and withheld by applicable law.
Documents
Issuer
Turning Point Therapeutics, Inc.
CIK 0001595893
Entity typeother
Related Parties
1- filerCIK 0001707648
Filing Metadata
- Form type
- 4
- Filed
- Aug 16, 8:00 PM ET
- Accepted
- Aug 17, 4:31 PM ET
- Size
- 11.6 KB