0000899243-20-031758.txt : 20201119 0000899243-20-031758.hdr.sgml : 20201119 20201119202050 ACCESSION NUMBER: 0000899243-20-031758 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20201117 FILED AS OF DATE: 20201119 DATE AS OF CHANGE: 20201119 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: AGARWAL SUNIL CENTRAL INDEX KEY: 0001616640 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37609 FILM NUMBER: 201330237 MAIL ADDRESS: STREET 1: 60 LEVERONI COURT CITY: NOVATO STATE: CA ZIP: 94949 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 0001616640 AGARWAL SUNIL 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) 7.40 2020-11-17 4 D 0 22000 D Common Stock 22000 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. Exhibit 24.1 - Power of Attorney /s/ Denelle Waynick, as attorney-in-fact 2020-11-19 EX-24.1 2 attachment1.htm EX-24.1 DOCUMENT

                           LIMITED POWER OF ATTORNEY

        The undersigned hereby constitutes and appoints each of Denelle J.
Waynick, Jake Bauer and Taylor Harris, signing singly, and with full power of
substitution, the undersigned's true and lawful attorney-in-fact to:

        (1) execute for and on behalf of the undersigned, in the undersigned's
capacity as an officer and/or director of MyoKardia, Inc. (the "Company"), from
time to time the following U.S. Securities and Exchange Commission ("SEC")
forms: (i) Form ID, including any attached documents, to effect the assignment
of codes to the undersigned to be used in the transmission of information to the
SEC using the EDGAR System; (ii) Form 3, Initial Statement of Beneficial
Ownership of Securities, including any attached documents;  (iii) Form 4,
Statement of Changes in Beneficial Ownership of Securities, including any
attached documents; (iv) Form 5, Annual Statement of Beneficial Ownership of
Securities in accordance with Section 16(a) of the Securities Exchange Act of
1934, as amended, and the rules thereunder, including any attached documents;
(v) Schedule 13D and (vi) amendments of each thereof, in accordance with the
Securities Exchange Act of 1934, as amended, and the rules thereunder, including
any attached documents;

        (2) do and perform any and all acts for and on behalf of the undersigned
which may be necessary or desirable to complete and execute any such Form 3, 4
or 5, Schedule 13D or any amendment(s) thereto, and timely file such form(s)
with the SEC and any securities exchange, national association or similar
authority; and

        (3) take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit to,
in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.

        The undersigned hereby grants to each such attorney-in-fact, acting
singly, full power and authority to do and perform any and every act and thing
whatsoever requisite, necessary or proper to be done in the exercise of any of
the rights and powers herein granted, as fully to all intents and purposes as
the undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this Power of Attorney and the
rights and powers herein granted.  The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16 or Regulation 13D-G of
the Securities Exchange Act of 1934, as amended.  The undersigned hereby agrees
to indemnify the attorneys-in-fact and the Company from and against any demand,
damage, loss, cost or expense arising from any false or misleading information
provided by the undersigned to the attorneys-in-fact.

        This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file such forms with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.  This Power of Attorney supersedes any prior power
of attorney in connection with the undersigned's capacity as an officer and/or
director of the Company.  This Power of Attorney shall expire as to any
individual attorney-in-fact if such attorney-in-fact ceases to be an executive
officer of, or legal counsel to the Company.

        IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of September 10, 2020.

                                        /s/ Sunil Agarwal
                                        -----------------------------
                                        Sunil Agarwal, M.D.