0000950170-23-070857.txt : 20231215 0000950170-23-070857.hdr.sgml : 20231215 20231215180542 ACCESSION NUMBER: 0000950170-23-070857 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20231214 FILED AS OF DATE: 20231215 DATE AS OF CHANGE: 20231215 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ROMP CHARLES R CENTRAL INDEX KEY: 0001809717 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-32405 FILM NUMBER: 231491696 MAIL ADDRESS: STREET 1: 21823 30TH DRIVE SE CITY: BOTHELL STATE: WA ZIP: 98021 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Seagen Inc. CENTRAL INDEX KEY: 0001060736 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 911874389 STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 21823 30TH DRIVE SE STREET 2: SUITE CITY: BOTHELL STATE: WA ZIP: 98021 BUSINESS PHONE: 4255274000 MAIL ADDRESS: STREET 1: 21823 30TH DRIVE SE STREET 2: SUITE CITY: BOTHELL STATE: WA ZIP: 98021 FORMER COMPANY: FORMER CONFORMED NAME: SEATTLE GENETICS INC /WA DATE OF NAME CHANGE: 20001116 4 1 ownership.xml 4 X0508 4 2023-12-14 true 0001060736 Seagen Inc. SGEN 0001809717 ROMP CHARLES R 21823 30TH DR. SE BOTHELL WA 98021 false true false false EVP, Commercial U.S. false Common Stock 2023-12-14 4 D false 33796 229.00 D 0 D Stock Options (Right to Buy) 45.30 2023-12-14 4 D false 17374 D 2026-08-27 Common stock 17374 0 D Stock Options (Right to Buy) 46.37 2023-12-14 4 D false 2156 D 2027-08-17 Common stock 2156 0 D Stock Options (Right to Buy) 46.37 2023-12-14 4 D false 19719 D 2027-08-17 Common stock 19719 0 D Stock Options (Right to Buy) 76.86 2023-12-14 4 D false 1301 D 2028-08-30 Common stock 1301 0 D Stock Options (Right to Buy) 76.86 2023-12-14 4 D false 12476 D 2028-08-30 Common stock 12476 0 D Stock Options (Right to Buy) 72.64 2023-12-14 4 D false 1376 D 2029-08-30 Common stock 1376 0 D Stock Options (Right to Buy) 72.64 2023-12-14 4 D false 11849 D 2029-08-30 Common stock 11849 0 D Stock Options (Right to Buy) 161.82 2023-12-14 4 D false 18711 D 2030-08-17 Common stock 18711 0 D Stock Options (Right to Buy) 161.82 2023-12-14 4 D false 617 D 2030-08-17 Common stock 617 0 D Stock Options (Right to Buy) 155.87 2023-12-14 4 D false 23526 D 2031-08-16 Common stock 23526 0 D Stock Options (Right to Buy) 155.87 2023-12-14 4 D false 642 D 2031-08-16 Common stock 642 0 D Stock Options (Right to Buy) 34.20 2023-12-14 4 D false 3179 D 2026-05-09 Common stock 3179 0 D Restricted Stock Units 2023-12-14 4 D false 2854 D Common stock 2854 0 D Restricted Stock Units 2023-12-14 4 D false 861 D Common stock 861 0 D Restricted Stock Units 2023-12-14 4 D false 1948 D Common stock 1948 0 D Restricted Stock Units 2023-12-14 4 D false 4953 D Common stock 4953 0 D Restricted Stock Units 2023-12-14 4 D false 10298 D Common stock 10298 0 D Restricted Stock Units 2023-12-14 4 D false 1294 D Common stock 1294 0 D Restricted Stock Units 2023-12-14 4 D false 13107 D Common stock 13107 0 D Performance Stock Units 2023-12-14 4 D false 2840 D Common stock 2840 0 D Performance Stock Units 2023-12-14 4 D false 3662 D Common stock 3662 0 D Performance Stock Units 2023-12-14 4 D false 583 D Common stock 583 0 D Performance Stock Units 2023-12-14 4 D false 6017 D Common stock 6017 0 D Performance Stock Units 2023-12-14 4 D false 9883 D Common stock 9883 0 D Performance Stock Units 2023-12-14 4 D false 12688 D Common stock 12688 0 D Performance Stock Units 2023-12-14 4 D false 1457 D Common stock 1457 0 D Performance Stock Units 2023-12-14 4 D false 874 D Common stock 874 0 D Performance Stock Units 2023-12-14 4 D false 1044 D Common stock 1044 0 D Performance Stock Units 2023-12-14 4 D false 1165 D Common stock 1165 0 D Performance Stock Units 2023-12-14 4 D false 2912 D Common stock 2912 0 D 1 Reflects the disposition of shares of common stock, par value $0.001 per share ("Common Stock"), of Seagen Inc. ("Issuer"), or of equity awards in respect of such Common Stock, as applicable, in connection with the consummation of the transactions contemplated by the Agreement and Plan of Merger, dated as of March 12, 2023 (the "Merger Agreement"), by and among the Issuer, Pfizer Inc. ("Parent") and Aris Merger Sub, Inc. ("Merger Sub"), a wholly owned subsidiary of Parent, pursuant to which, at 12:01 a.m. EST on December 14, 2023, the effective time of the Merger (the "Effective Time"), Merger Sub merged with and into the Issuer, with the Issuer surviving as a subsidiary of Parent (the "Merger"). 2 Pursuant to the Merger Agreement, at the Effective Time, each issued and outstanding share of Common Stock (other than certain excluded shares described in the Merger Agreement) was cancelled and converted automatically into the right to receive cash in an amount equal to $229.00 per share of Common Stock (the "Merger Consideration"). 3 Pursuant to the Merger Agreement, each outstanding option, whether or not then vested, was cancelled in exchange for the right to receive an amount in cash equal to the product of (i) the excess, if any, of the Merger Consideration over the per-share exercise price of such option, multiplied by (ii) the number of shares of Common Stock then subject to such option. 4. Pursuant to the Merger Agreement, at the Effective Time, each outstanding restricted stock unit (each, a "Company RSU"), other than any Post-Signing Company RSU (as defined below), was cancelled and converted into the right to receive an amount in cash equal to the product of (i) the Merger Consideration, multiplied by (ii) the number of shares of Common Stock then subject to such Company RSU. 5. Pursuant to the Merger Agreement, at the Effective Time, each outstanding Company RSU granted after March 12, 2023 that was unvested as of immediately prior to the Effective Time (each, a "Post-Signing Company RSU") was cancelled and converted into the right to receive a Parent cash-based award subject to service-based vesting requirements with respect to an amount in cash equal to the product of (i) the Merger Consideration, multiplied by (ii) the number of shares of Common Stock then subject to such Post-Signing Company RSU. 6. Pursuant to the Merger Agreement, at the Effective Time, each outstanding performance-based restricted stock unit (each, a "Company PSU"), other than any Company Products PSU or any Company August 2023 PSU (each, as defined below), was cancelled and converted into the right to receive cash equal to the product of (i) the Merger Consideration, multiplied by (ii) the number of shares of Common Stock then subject to such Company PSU, based on the greater of the target and actual performance. Amounts are shown here based on actual performance. 7. Pursuant to the Merger Agreement, at the Effective Time, each outstanding "Company Products PSU" (as defined in the Merger Agreement) that was unvested as of immediately prior to the Effective Time was cancelled and converted into the right to receive a Parent cash-based award subject to the same performance-based vesting requirements with respect to an amount in cash that is equal to the product of (i) the Merger Consideration, multiplied by (ii) the number of shares of Common Stock then subject to such Company Products PSU. 8. Pursuant to the Merger Agreement, at the Effective Time, each outstanding performance-based restricted stock unit granted in August 2023 (each, a "Company August 2023 PSU") that was unvested as of immediately prior to the Effective Time, was cancelled and converted into the right to receive a Parent cash-based award with respect to an amount in cash equal to the product of (i) the Merger Consideration, multiplied by (ii) the number of shares of Common Stock then subject to such Company August 2023 PSU, based on target performance. /s/ Jennifer Prosba, Attorney-in-Fact 2023-12-15