4//SEC Filing
WEILAND JOHN H 4
Accession 0001415889-19-001363
CIK 0000816284other
Filed
Nov 21, 7:00 PM ET
Accepted
Nov 22, 7:30 AM ET
Size
15.0 KB
Accession
0001415889-19-001363
Insider Transaction Report
Form 4
WEILAND JOHN H
Director
Transactions
- Disposition to Issuer
Common Stock
2019-11-20−5,575→ 0 total - Disposition to Issuer
Stock Option (right to buy)
2019-11-20−10,000→ 0 totalExercise: $91.98Exp: 2028-02-13→ Common Stock (10,000 underlying) - Disposition to Issuer
Stock Option (right to buy)
2019-11-20−13,266→ 0 totalExercise: $77.38Exp: 2028-06-13→ Common Stock (13,266 underlying) - Disposition to Issuer
Restricted Stock Unit
2019-11-20−1,454→ 0 total→ Common Stock (1,454 underlying) - Disposition to Issuer
Restricted Stock Unit
2019-11-20−4,756→ 0 total→ Common Stock (4,756 underlying)
Footnotes (5)
- [F1]Reflects disposition in connection with the Agreement and Plan of Merger (the "Merger Agreement") dated January 2, 2019, by and among Celgene Corporation ("Celgene"), Bristol-Myers Squibb Company ("BMS"), and Burgundy Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of BMS ("Merger Sub"), pursuant to which Merger Sub will merge with and into Celgene, with Celgene surviving as a direct wholly owned subsidiary of BMS and upon the effective time of such merger (the "Effective Time"), each share of Celgene common stock was converted into the right to receive (i) $50.00 in cash, (ii) one share of BMS common stock, and (iii) one contingent value right ("CVR") issued by BMS subject to and in accordance with the CVR agreement, dated November 20, 2019, by and between BMS and the Equiniti Trust Company.
- [F2]This option was fully exercisable.
- [F3]Upon the Effective Time, these stock options were assumed by BMS and converted into options relating to BMS common stock (plus a payment of CVRs, in some cases) in accordance with the methodology and exchange ratio set forth in the Merger Agreement.
- [F4]Each restricted stock unit represents a contingent right to receive one share of Celgene common stock.
- [F5]Upon the Effective Time, these restricted stock units were assumed by BMS and converted into restricted stock units relating to BMS common stock and CVRs in accordance with the methodology and exchange ratio set forth in the Merger Agreement and became vested. The converted restricted stock units will be settled as promptly as practicable following the Effective Time.
Documents
Issuer
CELGENE CORP /DE/
CIK 0000816284
Entity typeother
Related Parties
1- filerCIK 0001204663
Filing Metadata
- Form type
- 4
- Filed
- Nov 21, 7:00 PM ET
- Accepted
- Nov 22, 7:30 AM ET
- Size
- 15.0 KB