SEC Form 4: Hirmand Mohammad returned $3,137,584 worth of shares to the company (41,284 units at $76.00), closing all direct ownership in the company to cover withholding tax
$TPTX
Biotechnology: Pharmaceutical Preparations
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). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Turning Point Therapeutics, Inc. [ TPTX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/17/2022 | ||||||||||||||||||||||||||
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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 | 08/17/2022 | D(1) | 41,284(2)(3) | D | $76 | 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 Option (right to buy) | $54.73 | 08/17/2022 | D | 169,192 | (4) | 12/01/2029 | Common Stock | 169,192 | (4) | 0 | D | ||||
| Stock Option (right to buy) | $140.01 | 08/17/2022 | D | 29,175 | (5) | 02/07/2031 | Common Stock | 29,175 | (5) | 0 | D | ||||
| Stock Option (right to buy) | $37.68 | 08/17/2022 | D | 68,367 | (4) | 02/08/2032 | Common Stock | 68,367 | (4) | 0 | D | ||||
| Explanation of Responses: |
| 1. Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of June 2, 2022, by and among Turning Point Therapeutics, Inc. (the "Issuer"), Bristol-Myers Squibb Company ("BMS") and Rhumba Merger Sub Inc., a wholly owned subsidiary of BMS ("Purchaser"), on August 17, 2022, Purchaser completed a tender offer for shares of common stock of the Issuer (each, a "Share") and thereafter merged with and into the Issuer, with the Issuer continuing as the surviving corporation and a wholly owned subsidiary of BMS (the "Merger"). At the effective time of the Merger, each issued and outstanding Share was cancelled in exchange for $76.00 per Share in cash, without interest, subject to any applicable withholding of taxes (the "Cash Amount"). Pursuant to the terms of the Merger Agreement, the Shares were tendered and disposed of at the Offer Acceptance Time (as defined in the Merger Agreement) in exchange for the right to receive the Cash Amount. |
| 2. At the effective time of the Merger, pursuant to the Merger Agreement, each outstanding restricted stock unit award ("RSU") whether vested or unvested was cancelled and converted into the right to receive cash, without interest, in an amount equal to $76.00 per Share issuable in settlement of such RSU immediately before the effective time of the Merger, net of any withholding taxes required to be deducted and withheld by applicable law. |
| 3. Includes 463 shares acquired on June 10, 2022 pursuant to the Issuer's Employee Stock Purchase Plan. |
| 4. At the effective time of the Merger, pursuant to the Merger Agreement, each outstanding option was accelerated and became fully vested and exercisable and was cancelled and converted into the right to receive cash, without interest, in an amount equal to the product of (i) the total number of Shares subject to such option multiplied by (ii) the excess of (x) $76.00 per Share over (y) the exercise price payable per Share under such option, net of any withholding taxes required to be deducted and withheld by applicable law. |
| 5. At the effective time of the Merger, pursuant to the Merger Agreement, each outstanding option with an exercise price equal to or greater than $76.00, was cancelled without any consideration in respect of such cancelled option. |
| Remarks: |
| /s/ Paolo Tombesi, Attorney-in-Fact | 08/17/2022 | |
| ** 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. | ||