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