0001209191-16-143398.txt : 20160930 0001209191-16-143398.hdr.sgml : 20160930 20160930180221 ACCESSION NUMBER: 0001209191-16-143398 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: YARNO WENDY L CENTRAL INDEX KEY: 0001181186 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32836 FILM NUMBER: 161913912 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2016-09-28 1 0001011835 MEDIVATION, INC. MDVN 0001181186 YARNO WENDY L C/O MEDIVATION, INC. 525 MARKET ST., 36TH FLOOR SAN FRANCISCO CA 94105 1 0 0 0 Common Stock 2016-09-28 4 U 0 32742 D 0 D Non-Qualified Stock Option (right to buy) 26.355 2016-09-28 4 D 0 30000 D 2023-04-30 Common Stock 30000 0 D Non-Qualified Stock Option (right to buy) 24.60 2016-09-28 4 D 0 12232 D 2023-06-28 Common Stock 12232 0 D Non-Qualified Stock Option (right to buy) 38.8863 2016-09-28 4 D 0 9584 D 2024-06-27 Common Stock 9584 0 D Non-Qualified Stock Option (right to buy) 55.45 2016-09-28 4 D 0 6284 D 2025-06-16 Common Stock 6284 0 D Non-Qualified Stock Option (right to buy) 58.89 2016-09-28 4 D 0 6228 D 2026-06-22 Common Stock 6228 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. Includes 2,972 unvested shares subject to a restricted stock award. 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. /s/ Carolyn Tang, Attorney-in-fact 2016-09-30