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