0000899243-20-031748.txt : 20201119 0000899243-20-031748.hdr.sgml : 20201119 20201119201624 ACCESSION NUMBER: 0000899243-20-031748 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20201117 FILED AS OF DATE: 20201119 DATE AS OF CHANGE: 20201119 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CRANSTON MARY B CENTRAL INDEX KEY: 0001104268 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37609 FILM NUMBER: 201330227 MAIL ADDRESS: STREET 1: C/O VISA INC. STREET 2: P.O. BOX 8999 CITY: SAN FRANCISCO STATE: CA ZIP: 94128-8999 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: MyoKardia, Inc. CENTRAL INDEX KEY: 0001552451 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 455500552 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1000 SIERRA POINT PARKWAY CITY: BRISBANE STATE: CA ZIP: 94005 BUSINESS PHONE: 650-741-0900 MAIL ADDRESS: STREET 1: 1000 SIERRA POINT PARKWAY CITY: BRISBANE STATE: CA ZIP: 94005 FORMER COMPANY: FORMER CONFORMED NAME: MyoKardia Inc DATE OF NAME CHANGE: 20120618 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2020-11-17 1 0001552451 MyoKardia, Inc. MYOK 0001104268 CRANSTON MARY B C/O MYOKARDIA, INC. 1000 SIERRA POINT PARKWAY BRISBANE CA 94005 1 0 0 0 Common Stock 2020-11-17 4 U 0 4100 D 0 D Stock Option (Right to buy) 13.60 2020-11-17 4 D 0 11000 D Common Stock 11000 0 D Stock Option (Right to buy) 14.00 2020-11-17 4 D 0 11000 D Common Stock 11000 0 D Stock Option (Right to buy) 48.85 2020-11-17 4 D 0 11000 D Common Stock 11000 0 D Stock Option (Right to buy) 47.77 2020-11-17 4 D 0 6600 D Common Stock 6600 0 D Stock Option (Right to buy) 100.27 2020-11-17 4 D 0 3000 D Common Stock 3000 0 D This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of October 3, 2020, by and among the Issuer, Bristol-Myers Squibb Company ("Parent"), and Gotham Merger Sub Inc., a direct wholly owned subsidiary of Parent ("Merger Sub"), pursuant to which Merger Sub completed a tender offer for shares of common stock of the Issuer (each, a "Share") and thereafter merged with and into the Issuer (the "Merger") effective as of November 17, 2020 (the "Effective Time"). At the Effective Time, each issued and outstanding Share was cancelled and converted into the right to receive $225.00 in cash (the "Offer Price") without interest and subject to applicable withholding taxes. A portion of this amount consists of unvested restricted stock units ("RSUs"). Pursuant to the terms of the Merger Agreement, each Issuer RSU that was outstanding immediately prior to the Effective Time, whether vested or unvested, was cancelled at the Effective Time and automatically converted into the right to receive for each Share underlying such RSU, without interest and subject to deduction for any required withholding under applicable tax law, an amount in cash from Parent or the Issuer equal to the Offer Price. Pursuant to the terms of the Merger Agreement, at the Effective Time, each Issuer option that was outstanding (whether vested or unvested) immediately prior to the Effective Time and then exercisable for a per share exercise price less than the Offer Price that would be payable in respect of the Shares underlying such Issuer option (was cancelled and automatically converted into solely the right to receive, for each Share underlying such Issuer option, without interest and subject to deduction for any required withholding under applicable tax law, an amount in cash from Parent or the Issuer equal to the excess of (i) the Offer Price over (ii) the per share exercise price of such Issuer option. /s/ Denelle Waynick, as attorney-in-fact 2020-11-19