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