0001104659-20-117801.txt : 20201023 0001104659-20-117801.hdr.sgml : 20201023 20201023173422 ACCESSION NUMBER: 0001104659-20-117801 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: HUTT PETER BARTON CENTRAL INDEX KEY: 0001171527 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-12104 FILM NUMBER: 201258607 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 0001171527 HUTT PETER BARTON C/O IMMUNOMEDICS, INC. 300 THE AMERICAN ROAD MORRIS PLAINS NJ 07950 1 0 0 0 Common Stock 2020-10-23 4 D 0 13516 D 0 D Stock Option (Right to Buy) 2020-10-23 4 D 0 52614 D Common Stock 52614 0 D Restricted Stock Unit 2020-10-23 4 D 0 3718 D Common Stock 3718 0 D 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. 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. In connection with the consummation of the Merger, at the Effective Time, each restricted stock unit to acquire shares of Common Stock ("Restricted Stock Unit") that was outstanding as of immediately prior to the Effective Time, whether vested or unvested, was automatically cancelled and converted into the right to receive an amount in cash equal to (A) the Offer Price, multiplied by (B) the total number of shares of Common Stock subject to such Restricted Stock Unit immediately prior to the Effective Time. 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''). 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/ Peter Barton Hutt 2020-10-23