Liu Jean I returned $11,163,292 worth of shares to the company (48,748 units at $229.00), closing all direct ownership in the company (SEC Form 4)
$SGEN
Biotechnology: Biological Products (No Diagnostic Substances)
Health Care
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Seagen Inc. [ SGEN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/14/2023 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 12/14/2023 | D(1) | 48,748 | D | $229(1)(2) | 0 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Options (Right to Buy) | $39.15 | 12/14/2023 | D(1) | 7,446 | (3) | 08/25/2025 | Common stock | 7,446 | (3) | 0 | D | ||||
| Stock Options (Right to Buy) | $45.3 | 12/14/2023 | D(1) | 35,293 | (3) | 08/27/2026 | Common stock | 35,293 | (3) | 0 | D | ||||
| Stock Options (Right to Buy) | $46.37 | 12/14/2023 | D(1) | 40,344 | (3) | 08/17/2027 | Common stock | 40,344 | (3) | 0 | D | ||||
| Stock Options (Right to Buy) | $76.86 | 12/14/2023 | D(1) | 40,523 | (3) | 08/30/2028 | Common stock | 40,523 | (3) | 0 | D | ||||
| Stock Options (Right to Buy) | $72.64 | 12/14/2023 | D(1) | 1,333 | (3) | 08/30/2029 | Common stock | 1,333 | (3) | 0 | D | ||||
| Stock Options (Right to Buy) | $72.64 | 12/14/2023 | D(1) | 43,786 | (3) | 08/30/2029 | Common stock | 43,786 | (3) | 0 | D | ||||
| Stock Options (Right to Buy) | $161.82 | 12/14/2023 | D(1) | 636 | (3) | 08/17/2030 | Common stock | 636 | (3) | 0 | D | ||||
| Stock Options (Right to Buy) | $161.82 | 12/14/2023 | D(1) | 17,205 | (3) | 08/17/2030 | Common stock | 17,205 | (3) | 0 | D | ||||
| Stock Options (Right to Buy) | $155.87 | 12/14/2023 | D(1) | 642 | (3) | 08/16/2031 | Common stock | 642 | (3) | 0 | D | ||||
| Stock Options (Right to Buy) | $155.87 | 12/14/2023 | D(1) | 21,915 | (3) | 08/16/2031 | Common stock | 21,915 | (3) | 0 | D | ||||
| Restricted Stock Units | (4) | 12/14/2023 | D(1) | 1,798 | (4) | (4) | Common stock | 1,798 | (4) | 0 | D | ||||
| Restricted Stock Units | (4) | 12/14/2023 | D(1) | 4,622 | (4) | (4) | Common stock | 4,622 | (4) | 0 | D | ||||
| Restricted Stock Units | (4) | 12/14/2023 | D(1) | 4,436 | (4) | (4) | Common stock | 4,436 | (4) | 0 | D | ||||
| Restricted Stock Units | (4) | 12/14/2023 | D(1) | 10,298 | (4) | (4) | Common stock | 10,298 | (4) | 0 | D | ||||
| Restricted Stock Units | (5) | 12/14/2023 | D(1) | 1,389 | (5) | (5) | Common stock | 1,389 | (5) | 0 | D | ||||
| Restricted Stock Units | (5) | 12/14/2023 | D(1) | 13,107 | (5) | (5) | Common stock | 13,107 | (5) | 0 | D | ||||
| Performance Stock Units | (6) | 12/14/2023 | D(1) | 2,708 | (6) | (6) | Common stock | 2,708 | (6) | 0 | D | ||||
| Performance Stock Units | (6) | 12/14/2023 | D(1) | 3,662 | (6) | (6) | Common stock | 3,662 | (6) | 0 | D | ||||
| Performance Stock Units | (6) | 12/14/2023 | D(1) | 583 | (6) | (6) | Common stock | 583 | (6) | 0 | D | ||||
| Performance Stock Units | (6) | 12/14/2023 | D(1) | 5,554 | (6) | (6) | Common stock | 5,554 | (6) | 0 | D | ||||
| Performance Stock Units | (6) | 12/14/2023 | D(1) | 9,423 | (6) | (6) | Common stock | 9,423 | (6) | 0 | D | ||||
| Performance Stock Units | (6) | 12/14/2023 | D(1) | 12,688 | (6) | (6) | Common stock | 12,688 | (6) | 0 | D | ||||
| Performance Stock Units | (6) | 12/14/2023 | D(1) | 1,457 | (6) | (6) | Common stock | 1,457 | (6) | 0 | D | ||||
| Performance Stock Units | (6) | 12/14/2023 | D(1) | 874 | (6) | (6) | Common stock | 874 | (6) | 0 | D | ||||
| Performance Stock Units | (7) | 12/14/2023 | D(1) | 1,305 | (7) | (7) | Common stock | 1,305 | (7) | 0 | D | ||||
| Performance Stock Units | (8) | 12/14/2023 | D(1) | 1,165 | (8) | (8) | Common stock | 1,165 | (8) | 0 | D | ||||
| Performance Stock Units | (8) | 12/14/2023 | D(1) | 2,912 | (8) | (8) | Common stock | 2,912 | (8) | 0 | D | ||||
| Performance Stock Units | (8) | 12/14/2023 | D(1) | 1,747 | (8) | (8) | Common stock | 1,747 | (8) | 0 | D | ||||
| Explanation of Responses: |
| 1. Reflects the disposition of shares of common stock, par value $0.001 per share ("Common Stock"), of Seagen Inc. ("Issuer"), or of equity awards in respect of such Common Stock, as applicable, in connection with the consummation of the transactions contemplated by the Agreement and Plan of Merger, dated as of March 12, 2023 (the "Merger Agreement"), by and among the Issuer, Pfizer Inc. ("Parent") and Aris Merger Sub, Inc. ("Merger Sub"), a wholly owned subsidiary of Parent, pursuant to which, at 12:01 a.m. EST on December 14, 2023, the effective time of the Merger (the "Effective Time"), Merger Sub merged with and into the Issuer, with the Issuer surviving as a subsidiary of Parent (the "Merger"). |
| 2. Pursuant to the Merger Agreement, at the Effective Time, each issued and outstanding share of Common Stock (other than certain excluded shares described in the Merger Agreement) was cancelled and converted automatically into the right to receive cash in an amount equal to $229.00 per share of Common Stock (the "Merger Consideration"). |
| 3. Pursuant to the Merger Agreement, each outstanding option, whether or not then vested, was cancelled in exchange for the right to receive an amount in cash equal to the product of (i) the excess, if any, of the Merger Consideration over the per-share exercise price of such option, multiplied by (ii) the number of shares of Common Stock then subject to such option. |
| 4. Pursuant to the Merger Agreement, at the Effective Time, each outstanding restricted stock unit (each, a "Company RSU"), other than any Post-Signing Company RSU (as defined below), was cancelled and converted into the right to receive an amount in cash equal to the product of (i) the Merger Consideration, multiplied by (ii) the number of shares of Common Stock then subject to such Company RSU. |
| 5. Pursuant to the Merger Agreement, at the Effective Time, each outstanding Company RSU granted after March 12, 2023 that was unvested as of immediately prior to the Effective Time (each, a "Post-Signing Company RSU") was cancelled and converted into the right to receive a Parent cash-based award subject to service-based vesting requirements with respect to an amount in cash equal to the product of (i) the Merger Consideration, multiplied by (ii) the number of shares of Common Stock then subject to such Post-Signing Company RSU. |
| 6. Pursuant to the Merger Agreement, at the Effective Time, each outstanding performance-based restricted stock unit (each, a "Company PSU"), other than any Company Products PSU or any Company August 2023 PSU (each, as defined below), was cancelled and converted into the right to receive cash equal to the product of (i) the Merger Consideration, multiplied by (ii) the number of shares of Common Stock then subject to such Company PSU, based on the greater of the target and actual performance. Amounts are shown here based on actual performance. |
| 7. Pursuant to the Merger Agreement, at the Effective Time, each outstanding "Company Products PSU" (as defined in the Merger Agreement) that was unvested as of immediately prior to the Effective Time was cancelled and converted into the right to receive a Parent cash-based award subject to the same performance-based vesting requirements with respect to an amount in cash that is equal to the product of (i) the Merger Consideration, multiplied by (ii) the number of shares of Common Stock then subject to such Company Products PSU. |
| 8. Pursuant to the Merger Agreement, at the Effective Time, each outstanding performance-based restricted stock unit granted in August 2023 (each, a "Company August 2023 PSU") that was unvested as of immediately prior to the Effective Time, was cancelled and converted into the right to receive a Parent cash-based award with respect to an amount in cash equal to the product of (i) the Merger Consideration, multiplied by (ii) the number of shares of Common Stock then subject to such Company August 2023 PSU, based on target performance. |
| /s/ Jennifer Prosba, Attorney-in-Fact | 12/15/2023 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||