0001209191-16-143381.txt : 20160930 0001209191-16-143381.hdr.sgml : 20160930 20160930174508 ACCESSION NUMBER: 0001209191-16-143381 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160928 FILED AS OF DATE: 20160930 DATE AS OF CHANGE: 20160930 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: MEDIVATION, INC. CENTRAL INDEX KEY: 0001011835 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 133863260 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 525 MARKET STREET STREET 2: 36TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94105 BUSINESS PHONE: 415-543-3470 MAIL ADDRESS: STREET 1: 525 MARKET STREET STREET 2: 36TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94105 FORMER COMPANY: FORMER CONFORMED NAME: ORION ACQUISITION CORP II DATE OF NAME CHANGE: 19960408 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Hung David CENTRAL INDEX KEY: 0001310880 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32836 FILM NUMBER: 161913868 MAIL ADDRESS: STREET 1: 501 SECOND STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94107 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2016-09-28 1 0001011835 MEDIVATION, INC. MDVN 0001310880 Hung David C/O MEDIVATION, INC. 525 MARKET ST., 36TH FLOOR SAN FRANCISCO CA 94105 1 1 0 0 President and CEO Common Stock 2016-09-28 4 U 0 1470087 D 0 D Common Stock 2016-09-28 4 D 0 94290 D 0 D Common Stock 2016-09-28 4 U 0 145120 D 0 I By Trust Non-Qualified Stock Option (right to buy) 5.2925 2016-09-28 4 D 0 448888 D 2017-10-01 Common Stock 448888 0 D Non-Qualified Stock Option (right to buy) 4.6925 2016-09-28 4 D 0 366194 D 2018-10-31 Common Stock 366194 0 D Non-Qualified Stock Option (right to buy) 8.64 2016-09-28 4 D 0 593750 D 2019-12-15 Common Stock 593750 0 D Non-Qualified Stock Option (right to buy) 3.3675 2016-09-28 4 D 0 400000 D 2020-12-15 Common Stock 400000 0 D Non-Qualified Stock Option (right to buy) 27.43 2016-09-28 4 D 0 310000 D 2022-12-17 Common Stock 310000 0 D Non-Qualified Stock Option (right to buy) 41.775 2016-09-28 4 D 0 266000 D 2024-02-18 Common Stock 266000 0 D Non-Qualified Stock Option (right to buy) 52.665 2016-09-28 4 D 0 228000 D 2025-02-17 Common Stock 228000 0 D Non-Qualified Stock Option (right to buy) 35.77 2016-09-28 4 D 0 205500 D 2026-02-28 Common Stock 205500 0 D Performance-Based Restricted Stock Units 0.00 2016-09-28 4 D 0 77337 D 2020-02-18 Common Stock 77337 0 D Stock Appreciation Rights 12.1975 2016-09-28 4 D 0 534400 D 2021-12-09 Common Stock 534400 0 D 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. 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. 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. 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. 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. This stock appreciation right (the "SAR") 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 base price of the SAR. /s/ Carolyn Tang, Attorney-in-fact 2016-09-30