0001209191-22-046268.txt : 20220817 0001209191-22-046268.hdr.sgml : 20220817 20220817162759 ACCESSION NUMBER: 0001209191-22-046268 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220817 FILED AS OF DATE: 20220817 DATE AS OF CHANGE: 20220817 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Sabus Steve M CENTRAL INDEX KEY: 0001930884 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38871 FILM NUMBER: 221174435 MAIL ADDRESS: STREET 1: 10628 SCIENCE CENTER DRIVE STREET 2: SUITE 200 CITY: SAN DIEGO STATE: CA ZIP: 92121 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Turning Point Therapeutics, Inc. CENTRAL INDEX KEY: 0001595893 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 463826166 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 10628 SCIENCE CENTER DRIVE, SUITE 200 CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: 858-926-5251 MAIL ADDRESS: STREET 1: 10628 SCIENCE CENTER DRIVE, SUITE 200 CITY: SAN DIEGO STATE: CA ZIP: 92121 FORMER COMPANY: FORMER CONFORMED NAME: TP Therapeutics, Inc. DATE OF NAME CHANGE: 20181018 FORMER COMPANY: FORMER CONFORMED NAME: TP Therapeutics, INC DATE OF NAME CHANGE: 20140106 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2022-08-17 1 0001595893 Turning Point Therapeutics, Inc. TPTX 0001930884 Sabus Steve M 10628 SCIENCE CENTER DRIVE SAN DIEGO CA 92121 0 1 0 0 SVP & Chief Commercial Officer Common Stock 2022-08-17 4 D 0 36667 76.00 D 0 D Stock Option (right to buy) 35.37 2022-08-17 4 D 0 165000 D 2032-05-30 Common Stock 165000 0 D Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of June 2, 2022, by and among Turning Point Therapeutics, Inc. (the "Issuer"), Bristol-Myers Squibb Company ("BMS") and Rhumba Merger Sub Inc., a wholly owned subsidiary of BMS ("Purchaser"), on August 17, 2022, Purchaser completed a tender offer for shares of common stock of the Issuer (each, a "Share") and thereafter merged with and into the Issuer, with the Issuer continuing as the surviving corporation and a wholly owned subsidiary of BMS (the "Merger"). At the effective time of the Merger, each issued and outstanding Share was cancelled in exchange for $76.00 per Share in cash, without interest, subject to any applicable withholding of taxes (the "Cash Amount"). Pursuant to the terms of the Merger Agreement, the Shares were tendered and disposed of at the Offer Acceptance Time (as defined in the Merger Agreement) in exchange for the right to receive the Cash Amount. At the effective time of the Merger, pursuant to the Merger Agreement, each outstanding restricted stock unit award ("RSU") whether vested or unvested was cancelled and converted into the right to receive cash, without interest, in an amount equal to $76.00 per Share issuable in settlement of such RSU immediately before the effective time of the Merger, net of any withholding taxes required to be deducted and withheld by applicable law. At the effective time of the Merger, pursuant to the Merger Agreement, each outstanding option was accelerated and became fully vested and exercisable and was cancelled and converted into the right to receive cash, without interest, in an amount equal to the product of (i) the total number of Shares subject to such option multiplied by (ii) the excess of (x) $76.00 per Share over (y) the exercise price payable per Share under such option, net of any withholding taxes required to be deducted and withheld by applicable law. /s/ Paolo Tombesi, Attorney-in-Fact 2022-08-17