0000950170-23-070879.txt : 20231215 0000950170-23-070879.hdr.sgml : 20231215 20231215183808 ACCESSION NUMBER: 0000950170-23-070879 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: SWAIN SANDRA M CENTRAL INDEX KEY: 0001908755 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-32405 FILM NUMBER: 231491791 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 0001908755 SWAIN SANDRA M 21823 30TH DR. SE BOTHELL WA 98021 true false false false false Common Stock 2023-12-14 4 D false 778 229.00 D 0 D Stock Options (Right to Buy) 137.96 2023-12-14 4 D false 1763 D 2032-11-09 Common stock 1763 0 D Restricted Stock Units 2023-12-14 4 D false 2044 D Common stock 2044 0 D 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"). 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"). 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. Pursuant to the Merger Agreement, at the Effective Time, each outstanding restricted stock unit 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. /s/ Jennifer Prosba, Attorney-in-Fact 2023-12-15