0001209191-22-046291.txt : 20220817 0001209191-22-046291.hdr.sgml : 20220817 20220817164352 ACCESSION NUMBER: 0001209191-22-046291 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20220817 FILED AS OF DATE: 20220817 DATE AS OF CHANGE: 20220817 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Nicholson Garry A CENTRAL INDEX KEY: 0001640861 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38871 FILM NUMBER: 221174729 MAIL ADDRESS: STREET 1: C/O TESARO, INC. STREET 2: 1000 WINTER STREET, SUITE 3300 CITY: WALTHAM STATE: MA ZIP: 02451 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 0001640861 Nicholson Garry A C/O TURNING POINT THERAPEUTICS, INC. 10628 SCIENCE CENTER DRIVE, STE. 200 SAN DIEGO CA 92121 1 0 0 0 Stock Option (right to buy) 59.11 2022-08-17 4 D 0 23400 D 2030-01-21 Common Stock 23400 0 D Stock Option (right to buy) 65.64 2022-08-17 4 D 0 8500 D 2031-06-01 Common Stock 8500 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, 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, Attorney-in-Fact 2022-08-17 EX-24 2 poa.txt POA DOCUMENT POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of Paolo Tombesi and Brian Sun of Turning Point Therapeutics, Inc. (the "Company"), signing individually, the undersigned's true and lawful attorney-in-fact and agent to: (1) execute for and on behalf of the undersigned, an officer, director or holder of 10% of more of a registered class of securities of the Company, Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the rules thereunder; (2) do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute such Form 3, 4 or 5, complete and execute any amendment or amendments thereto, and timely file such forms or amendments with the United States Securities and Exchange Commission and any stock exchange or similar authority; and (3) take any other action of any nature whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit, 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 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 each of the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, is not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Exchange Act. This Power of Attorney shall remain in full force and effect until the earliest to occur of (a) the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, (b) revocation by the undersigned in a signed writing delivered to the foregoing attorney-in-fact or (c) until such attorney-in-fact shall no longer be employed by the Company. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 12 day of August, 2022. Signature: /s/ Garry Nicholson Print Name: Garry Nicholson