0001104659-20-117794.txt : 20201023
0001104659-20-117794.hdr.sgml : 20201023
20201023173236
ACCESSION NUMBER: 0001104659-20-117794
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20201023
FILED AS OF DATE: 20201023
DATE AS OF CHANGE: 20201023
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Delaney Brendan
CENTRAL INDEX KEY: 0001722585
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-12104
FILM NUMBER: 201258597
MAIL ADDRESS:
STREET 1: 300 THE AMERICAN WAY
CITY: MORRIS PLAINS
STATE: NJ
ZIP: 07950
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: IMMUNOMEDICS INC
CENTRAL INDEX KEY: 0000722830
STANDARD INDUSTRIAL CLASSIFICATION: IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835]
IRS NUMBER: 611009366
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 300 AMERICAN RD
CITY: MORRIS PLAINS
STATE: NJ
ZIP: 07950
BUSINESS PHONE: 9736058200
MAIL ADDRESS:
STREET 1: 300 AMERICAN ROAD
CITY: MORRIS PLAINS
STATE: NJ
ZIP: 07950
4
1
a4.xml
4
X0306
4
2020-10-23
1
0000722830
IMMUNOMEDICS INC
IMMU
0001722585
Delaney Brendan
C/O IMMUNOMEDICS, INC.
300 THE AMERICAN ROAD
MORRIS PLAINS
NJ
07950
0
1
0
0
Chief Commercial Officer
Stock Option (Right to Buy)
2020-10-23
4
D
0
390460
D
Common Stock
390460
0
D
In connection with the consummation of the Merger, at the Effective Time, each option to purchase shares of Common Stock ("Stock Option") that was outstanding as of immediately prior to the Effective Time, whether vested or not vested, was automatically cancelled and converted into the right to receive an amount in cash equal to (i) the excess, if any, of the Offer Price over the exercise price payable per share subject to such Stock Option, multiplied by (ii) the total number of shares of Common Stock subject to such Stock Option immediately prior to the Effective Time. Any Stock Option that had an exercise price per share that was equal to or greater than the Offer Price was cancelled for no consideration.
This Form 4 reports securities disposed of under the terms of the Agreement and Plan of Merger (the ''Agreement''), dated as of September 13, 2020, by and among Immunomedics, Inc. (the ''Company''), Gilead Sciences, Inc. (''Parent''), and Maui Merger Sub Inc., a wholly owned subsidiary of Parent (''Merger Sub''). Pursuant to the Agreement, on October 23, 2020 (the ''Effective Time''), Merger Sub merged with and into the Company, with the Company becoming a wholly owned subsidiary of Parent (the ''Merger''). In connection with the consummation of the Merger, at the Effective Time, each share of common stock, par value $0.01 per share, of the Company (''Common Stock'') that was outstanding immediately prior to the Effective Time (other than certain shares specified in the Agreement) was automatically cancelled and converted into the right to receive $88.00 in cash (the ''Offer Price''), without interest and subject to required withholding taxes. A copy of the Agreement is included as Exhibit 2.1 to the Company's Form 8-K filed with the SEC on September 14, 2020.
/s/ Brendan Delaney
2020-10-23