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
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0001060736
Seagen Inc.
SGEN
0001809717
ROMP CHARLES R
21823 30TH DR. SE
BOTHELL
WA
98021
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2023-12-14
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2023-12-14
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2026-08-27
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2023-12-14
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2027-08-17
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2023-12-14
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2027-08-17
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2023-12-14
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2028-08-30
Common stock
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2023-12-14
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2028-08-30
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2023-12-14
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2029-08-30
Common stock
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Stock Options (Right to Buy)
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2023-12-14
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2029-08-30
Common stock
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Stock Options (Right to Buy)
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2023-12-14
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2030-08-17
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2023-12-14
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2030-08-17
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2031-08-16
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Stock Options (Right to Buy)
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2023-12-14
4
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642
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2031-08-16
Common stock
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Stock Options (Right to Buy)
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2023-12-14
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3179
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2026-05-09
Common stock
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Restricted Stock Units
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Common stock
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Restricted Stock Units
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861
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Common stock
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Common stock
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Common stock
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Common stock
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Restricted Stock Units
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1294
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Common stock
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Common stock
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Common stock
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Common stock
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Common stock
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Common stock
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Common stock
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Common stock
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Common stock
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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