0000950170-23-070861.txt : 20231215
0000950170-23-070861.hdr.sgml : 20231215
20231215181033
ACCESSION NUMBER: 0000950170-23-070861
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20231214
FILED AS OF DATE: 20231215
DATE AS OF CHANGE: 20231215
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: DANSEY ROGER D
CENTRAL INDEX KEY: 0001741836
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-32405
FILM NUMBER: 231491714
MAIL ADDRESS:
STREET 1: 21823 30TH DRIVE SE
CITY: BOTHELL
STATE: WA
ZIP: 98021
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Seagen Inc.
CENTRAL INDEX KEY: 0001060736
STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836]
IRS NUMBER: 911874389
STATE OF INCORPORATION: WA
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 21823 30TH DRIVE SE
STREET 2: SUITE
CITY: BOTHELL
STATE: WA
ZIP: 98021
BUSINESS PHONE: 4255274000
MAIL ADDRESS:
STREET 1: 21823 30TH DRIVE SE
STREET 2: SUITE
CITY: BOTHELL
STATE: WA
ZIP: 98021
FORMER COMPANY:
FORMER CONFORMED NAME: SEATTLE GENETICS INC /WA
DATE OF NAME CHANGE: 20001116
4
1
ownership.xml
4
X0508
4
2023-12-14
true
0001060736
Seagen Inc.
SGEN
0001741836
DANSEY ROGER D
21823 30TH DR. SE
BOTHELL
WA
98021
false
true
false
false
President, R&D & CMO
false
Common Stock
2023-12-14
4
D
false
38338
229.00
D
0
D
Stock Options (Right to Buy)
65.11
2023-12-14
4
D
false
6140
D
2028-06-15
Common stock
6140
0
D
Stock Options (Right to Buy)
72.64
2023-12-14
4
D
false
1333
D
2029-08-30
Common stock
1333
0
D
Stock Options (Right to Buy)
72.64
2023-12-14
4
D
false
18083
D
2029-08-30
Common stock
18083
0
D
Stock Options (Right to Buy)
161.82
2023-12-14
4
D
false
636
D
2030-08-17
Common stock
636
0
D
Stock Options (Right to Buy)
161.82
2023-12-14
4
D
false
32073
D
2030-08-17
Common stock
32073
0
D
Stock Options (Right to Buy)
155.87
2023-12-14
4
D
false
642
D
2031-08-16
Common stock
642
0
D
Stock Options (Right to Buy)
155.87
2023-12-14
4
D
false
41250
D
2031-08-16
Common stock
41250
0
D
Stock Options (Right to Buy)
137.96
2023-12-14
4
D
false
154000
D
2032-11-09
Common stock
154000
0
D
Restricted Stock Units
2023-12-14
4
D
false
3298
D
Common stock
3298
0
D
Restricted Stock Units
2023-12-14
4
D
false
8586
D
Common stock
8586
0
D
Restricted Stock Units
2023-12-14
4
D
false
33468
D
Common stock
33468
0
D
Restricted Stock Units
2023-12-14
4
D
false
2260
D
Common stock
2260
0
D
Restricted Stock Units
2023-12-14
4
D
false
25747
D
Common stock
25747
0
D
Performance Stock Units
2023-12-14
4
D
false
4756
D
Common stock
4756
0
D
Performance Stock Units
2023-12-14
4
D
false
11900
D
Common stock
11900
0
D
Performance Stock Units
2023-12-14
4
D
false
1717
D
Common stock
1717
0
D
Performance Stock Units
2023-12-14
4
D
false
10184
D
Common stock
10184
0
D
Performance Stock Units
2023-12-14
4
D
false
16547
D
Common stock
16547
0
D
Performance Stock Units
2023-12-14
4
D
false
41174
D
Common stock
41174
0
D
Performance Stock Units
2023-12-14
4
D
false
4291
D
Common stock
4291
0
D
Performance Stock Units
2023-12-14
4
D
false
2575
D
Common stock
2575
0
D
Performance Stock Units
2023-12-14
4
D
false
4980
D
Common stock
4980
0
D
Performance Stock Units
2023-12-14
4
D
false
13279
D
Common stock
13279
0
D
Performance Stock Units
2023-12-14
4
D
false
1827
D
Common stock
1827
0
D
Performance Stock Units
2023-12-14
4
D
false
3432
D
Common stock
3432
0
D
Performance Stock Units
2023-12-14
4
D
false
8582
D
Common stock
8582
0
D
Performance Stock Units
2023-12-14
4
D
false
5149
D
Common stock
5149
0
D
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").
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").
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.
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.
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.
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.
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.
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
2023-12-15