0001104659-24-014700.txt : 20240212 0001104659-24-014700.hdr.sgml : 20240212 20240212163817 ACCESSION NUMBER: 0001104659-24-014700 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240212 FILED AS OF DATE: 20240212 DATE AS OF CHANGE: 20240212 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Kalofonos Isabel CENTRAL INDEX KEY: 0001975163 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-17999 FILM NUMBER: 24620634 MAIL ADDRESS: STREET 1: C/O IMMUNOGEN, INC. STREET 2: 830 WINTER STREET CITY: WALTHAM STATE: MA ZIP: 02451 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ImmunoGen, Inc. CENTRAL INDEX KEY: 0000855654 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] ORGANIZATION NAME: 03 Life Sciences IRS NUMBER: 042726691 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 830 WINTER ST CITY: WALTHAM STATE: MA ZIP: 02451 BUSINESS PHONE: (781)895-0600 MAIL ADDRESS: STREET 1: 830 WINTER ST CITY: WALTHAM STATE: MA ZIP: 02451 FORMER COMPANY: FORMER CONFORMED NAME: IMMUNOGEN INC DATE OF NAME CHANGE: 19920703 4 1 tm245865-4_4seq1.xml OWNERSHIP DOCUMENT X0508 4 2024-02-12 1 0000855654 ImmunoGen, Inc. IMGN 0001975163 Kalofonos Isabel C/O IMMUNOGEN, INC. 830 WINTER STREET WALTHAM MA 02451 0 1 0 0 SVP & CHIEF COMMERCIAL OFFICER 0 Stock Option (Right to Buy) 5.39 2024-02-12 4 D 0 284250 D 2033-04-28 Common Stock 284250 0 D Restricted Stock Unit 0 2024-02-12 4 D 0 47375 D Common Stock 47375 0 D Restricted Stock Unit 0 2024-02-12 4 D 0 19458 D Common Stock 19458 0 D This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated November 30, 2023, by and among the Issuer, AbbVie Inc., a Delaware corporation ("AbbVie"), Athene Subsidiary LLC, a Delaware limited liability company and wholly owned subsidiary of AbbVie ("Intermediate Sub"), and Athene Merger Sub Inc., a Massachusetts corporation and wholly owned subsidiary of Intermediate Sub ("Purchaser"), pursuant to which Purchaser merged with and into the Issuer with the Issuer continuing as the surviving corporation (the "Merger"). At the effective time of the Merger (the "Effective Time"), each option to purchase shares of common stock, par value $.01 per share, of the Issuer ("Common Stock," and such option, a "Stock Option") granted prior to the date of the Merger Agreement outstanding immediately prior to the Effective Time was canceled and the Reporting Person was entitled to receive (without interest), in consideration of the cancellation of such Stock Option, an amount in cash (less any applicable withholding taxes) equal to (i) the total number of shares of Common Stock subject to such Stock Option immediately prior to the Effective Time, multiplied by (ii) the excess, if any, of $31.26, without interest (the "Merger Consideration"), over the applicable exercise price per share of Common Stock under such Stock Option. Pursuant to the Merger Agreement, at the Effective Time, each restricted stock unit ("RSU") granted prior to the date of the Merger Agreement that was outstanding immediately prior to the Effective Time was canceled, and the Reporting Person was entitled to receive (without interest), in consideration of the cancellation of such RSU, an amount in cash (less any applicable withholding taxes) equal to (i) the number of shares of Common Stock subject to such RSU immediately prior to the Effective Time, multiplied by (ii) the Merger Consideration. Pursuant to the Merger Agreement, at the Effective Time, each RSU granted on or after the date of the Merger Agreement that was outstanding immediately prior to the Effective Time was converted into a grant of restricted stock unit awards in respect of a number of shares of AbbVie common stock equal to the number of shares of Common Stock underlying such RSU as of immediately prior to the Effective Time multiplied by 0.18, and otherwise with the same terms and conditions that were applicable immediately prior to the Effective Time. /s/ Joseph J. Kenny, Attorney-in-Fact 2024-02-12