0001104659-24-014715.txt : 20240212
0001104659-24-014715.hdr.sgml : 20240212
20240212164637
ACCESSION NUMBER: 0001104659-24-014715
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: Enyedy Mark J
CENTRAL INDEX KEY: 0001586965
ORGANIZATION NAME:
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-17999
FILM NUMBER: 24620764
MAIL ADDRESS:
STREET 1: C/O FATE THERAPEUTICS, INC.
STREET 2: 3535 GENERAL ATOMICS COURT, SUITE 200
CITY: SAN DIEGO
STATE: CA
ZIP: 92121
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
tm245865-13_4seq1.xml
OWNERSHIP DOCUMENT
X0508
4
2024-02-12
1
0000855654
ImmunoGen, Inc.
IMGN
0001586965
Enyedy Mark J
C/O IMMUNOGEN, INC.
830 WINTER STREET
WALTHAM
MA
02451
1
1
0
0
CHIEF EXECUTIVE OFFICER
0
Common Stock
2024-02-12
4
D
0
584397
D
0
D
Restricted Stock Unit
0
2024-02-12
4
D
0
102466
D
Common Stock
102466
0
D
Restricted Stock Unit
0
2024-02-12
4
D
0
140357
D
Common Stock
140357
0
D
Stock Option (Right to Buy)
4.55
2024-02-12
4
D
0
196875
D
2030-02-07
Common Stock
196875
0
D
Stock Option (Right to Buy)
7.69
2024-02-12
4
D
0
925000
D
2031-02-05
Common Stock
925000
0
D
Stock Option (Right to Buy)
5.32
2024-02-12
4
D
0
1100000
D
2032-02-04
Common Stock
1100000
0
D
Stock Option (Right to Buy)
4.66
2024-02-12
4
D
0
922400
D
2033-02-03
Common Stock
922400
0
D
Stock Option (Right to Buy)
10.65
2024-02-12
4
D
0
1100000
D
2028-02-15
Common Stock
1100000
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 share of common stock, par value $.01 per share, of the Issuer (the "Common Stock"), that was issued and outstanding immediately prior to the Effective Time was converted into the right to receive an amount in cash equal to $31.26, without interest (the "Merger Consideration").
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.
Pursuant to the Merger Agreement, at the Effective Time, each option to purchase shares of Common Stock ("Stock Option") 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 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 the Merger Consideration over the applicable exercise price per share of Common Stock under such Stock Option.
/s/ Joseph J. Kenny, Attorney-in-Fact
2024-02-12