0001209191-22-046272.txt : 20220817
0001209191-22-046272.hdr.sgml : 20220817
20220817163135
ACCESSION NUMBER: 0001209191-22-046272
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: TOMBESI PAOLO
CENTRAL INDEX KEY: 0001707648
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38871
FILM NUMBER: 221174548
MAIL ADDRESS:
STREET 1: 10 FINDERNE AVENUE
STREET 2: BUILDING 10
CITY: BRIDGEWATER
STATE: NJ
ZIP: 08807
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
0001707648
TOMBESI PAOLO
C/O TURNING POINT THERAPEUTICS, INC.
10628 SCIENCE CENTER DRIVE, STE. 200
SAN DIEGO
CA
92121
0
1
0
0
EVP & Chief Financial Officer
Common Stock
2022-08-17
4
D
0
29778
76.00
D
0
D
Stock Option (right to buy)
62.63
2022-08-17
4
D
0
61200
D
2031-07-25
Common Stock
61200
0
D
Stock Option (right to buy)
37.68
2022-08-17
4
D
0
58600
D
2032-02-08
Common Stock
58600
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 automatically 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.
Includes 1,078 shares acquired on June 10, 2022 pursuant to the Issuer's Employee Stock Purchase Plan.
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 automatically 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
2022-08-17