0001104659-20-117806.txt : 20201023
0001104659-20-117806.hdr.sgml : 20201023
20201023173519
ACCESSION NUMBER: 0001104659-20-117806
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: Aghazadeh Behzad
CENTRAL INDEX KEY: 0001701815
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-12104
FILM NUMBER: 201258611
MAIL ADDRESS:
STREET 1: C/O AVORO CAPITAL ADVISORS LLC
STREET 2: 110 GREENE STREET, SUITE 800
CITY: NEW YORK
STATE: NY
ZIP: 10012
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Avoro Capital Advisors LLC
CENTRAL INDEX KEY: 0001633313
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-12104
FILM NUMBER: 201258612
BUSINESS ADDRESS:
STREET 1: 110 GREENE STREET
STREET 2: SUITE 800
CITY: NEW YORK
STATE: NY
ZIP: 10012
BUSINESS PHONE: 212-937-4975
MAIL ADDRESS:
STREET 1: 110 GREENE STREET
STREET 2: SUITE 800
CITY: NEW YORK
STATE: NY
ZIP: 10012
FORMER NAME:
FORMER CONFORMED NAME: venBio Select Advisor LLC
DATE OF NAME CHANGE: 20150210
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
0001701815
Aghazadeh Behzad
C/O AVORO CAPITAL ADVISORS LLC
110 GREENE STREET, SUITE 800
NEW YORK
NY
10012
1
0
1
1
See Remarks
0001633313
Avoro Capital Advisors LLC
C/O AVORO CAPITAL ADVISORS LLC
110 GREENE STREET, SUITE 800
NEW YORK
NY
10012
0
0
1
0
See Remarks
Common Stock
2020-10-23
4
D
0
13516
D
0
D
Common Stock
2020-10-23
4
D
0
26250000
D
0
I
See footnotes
Stock Option (Right to Buy)
2020-10-23
4
D
0
202614
D
Common Stock
202614
0
D
Restricted Stock Unit
2020-10-23
4
D
0
103718
D
Common Stock
103718
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.
Such securities were held on behalf of accounts managed by Avoro Capital Advisors LLC (formerly venBio Select Advisor LLC), a Delaware limited liability company (the "Investment Manager") and Avoro Life Sciences Fund LLC (formerly venBio Select Fund LLC), a Delaware limited liability company, a fund managed by the Investment Manager. Behzad Aghazadeh ("Dr. Aghazadeh," and together with the Investment Manager, the "Reporting Persons") serves as the portfolio manager and controlling person of the Investment Manager.
The filing of this statement shall not be deemed an admission that either of the Reporting Persons was the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Act of 1934, as amended, or otherwise. Each of the Reporting Persons expressly disclaims beneficial ownership of the securities reported herein except to the extent of its or his pecuniary interest therein.
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.
The Investment Manager may have been deemed a director by deputization of the Company by virtue of the fact that Dr. Aghazadeh served on the board of directors of the Company.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/Behzad Aghazadeh
2020-10-23
Avoro Capital Advisors LLC, by: /s/ Behzad Aghazadeh, authorized signatory
2020-10-23