0000899243-16-021953.txt : 20160607 0000899243-16-021953.hdr.sgml : 20160607 20160607162820 ACCESSION NUMBER: 0000899243-16-021953 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160603 FILED AS OF DATE: 20160607 DATE AS OF CHANGE: 20160607 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Baxalta Inc CENTRAL INDEX KEY: 0001620546 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 471869689 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1200 LAKESIDE DRIVE CITY: BANNOCKBURN STATE: IL ZIP: 60015 BUSINESS PHONE: 224-940-2000 MAIL ADDRESS: STREET 1: 1200 LAKESIDE DRIVE CITY: BANNOCKBURN STATE: IL ZIP: 60015 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HOCKMEYER WAYNE T CENTRAL INDEX KEY: 0001219873 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36782 FILM NUMBER: 161701567 MAIL ADDRESS: STREET 1: ONE MEDIMMUNE WAY CITY: GAITHERSBURG STATE: MD ZIP: 20878 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2016-06-03 1 0001620546 Baxalta Inc BXLT 0001219873 HOCKMEYER WAYNE T C/O BAXALTA INCORPORATED 1200 LAKESIDE DRIVE BANNOCKBURN IL 60015 1 0 0 0 Common Stock, $0.01 par value 2016-06-03 4 D 0 19039 D 0 D Stock Option (Right to Buy) 25.55 2016-06-03 4 D 0 2500 D 2017-09-18 Common Stock, par value $0.01 per share 2500 0 D Stock Option (Right to Buy) 28.95 2016-06-03 4 D 0 3760 D 2018-05-06 Common Stock, par value $0.01 per share 3760 0 D Stock Option (Right to Buy) 22.95 2016-06-03 4 D 0 5680 D 2019-05-05 Common Stock, par value $0.01 per share 5680 0 D Stock Option (Right to Buy) 20.81 2016-06-03 4 D 0 4320 D 2020-05-04 Common Stock, par value $0.01 per share 4320 0 D Stock Option (Right to Buy) 26.80 2016-06-03 4 D 0 4990 D 2021-05-03 Common Stock, par value $0.01 per share 4990 0 D Stock Option (Right to Buy) 25.30 2016-06-03 4 D 0 4020 D 2022-05-08 Common Stock, par value $0.01 per share 4020 0 D Stock Option (Right to Buy) 31.65 2016-06-03 4 D 0 3930 D 2023-05-07 Common Stock, par value $0.01 per share 3930 0 D Stock Option (Right to Buy) 34.14 2016-06-03 4 D 0 4110 D 2024-05-06 Common Stock, par value $0.01 per share 4110 0 D Stock Option (Right to Buy) 32.15 2016-06-03 4 D 0 12588 D 2025-05-05 Common Stock, par value $0.01 per share 12588 0 D Stock Option (Right to Buy) 31.50 2016-06-03 4 D 0 293 D 2025-07-01 Common Stock, par value $0.01 per share 293 0 D This Form 4 is being filed in connection with the June 3, 2016 closing of the merger (the "Merger") of BearTracks, Inc. ("Merger Sub") with and into Baxalta Incorporated ("Baxalta") pursuant to the Agreement and Plan of Merger, dated as of January 11, 2016 (the "Merger Agreement"), among Shire PLC ("Shire"), Merger Sub and Baxalta. Upon closing of the Merger, each outstanding share of Baxalta common stock was converted into the right to receive (i) $18 per share in cash, without interest, and (ii) 0.1482 American Depositary Shares of Shire ("Shire ADSs") (or, at the holder's election, 0.4446 of a Shire ordinary share) (the "Per Share Merger Consideration"). On the day prior to the closing date of the Merger, each 0.1482 Shire ADS received in the Merger had a value of $28.16, based on the closing price of a Shire ADS on the NASDAQ Global Select Market on such date. Disposed of pursuant to the Merger Agreement. Includes 4,500 restricted stock units that are subject to vesting on the date of the Baxalta 2017 annual meeting of stockholders. Pursuant to the Merger Agreement, each unvested restricted stock unit was cancelled immediately prior to the effective time of the Merger (the "Effective Time") and converted into the right to receive the Per Share Merger Consideration. This stock option, which is fully vested, was cancelled immediately prior to the Effective Time and was converted into the right to receive a cash payment of $20,240.09 and 165 Shire ADS, representing the amount equal to the Per Share Merger Consideration that the reporting person would have received had the reporting person exercised the option in full on a cashless basis immediately prior to the Effective Time. This stock option, which is fully vested, was cancelled immediately prior to the Effective Time and was converted into the right to receive a cash payment of $25,292.80 and 208 Shire ADS, representing the amount equal to the Per Share Merger Consideration that the reporting person would have received had the reporting person exercised the option in full on a cashless basis immediately prior to the Effective Time. This stock option, which is fully vested, was cancelled immediately prior to the Effective Time and was converted into the right to receive a cash payment of $51,561.02 and 423 Shire ADS, representing the amount equal to the Per Share Merger Consideration that the reporting person would have received had the reporting person exercised the option in full on a cashless basis immediately prior to the Effective Time. This stock option, which is fully vested, was cancelled immediately prior to the Effective Time and was converted into the right to receive a cash payment of $42,915.19 and 351 Shire ADS, representing the amount equal to the Per Share Merger Consideration that the reporting person would have received had the reporting person exercised the option in full on a cashless basis immediately prior to the Effective Time. This stock option, which is fully vested, was cancelled immediately prior to the Effective Time and was converted into the right to receive a cash payment of $37,837.67 and 310 Shire ADS, representing the amount equal to the Per Share Merger Consideration that the reporting person would have received had the reporting person exercised the option in full on a cashless basis immediately prior to the Effective Time. This stock option, which is fully vested, was cancelled immediately prior to the Effective Time and was converted into the right to receive a cash payment of $32,828.62 and 269 Shire ADS, representing the amount equal to the Per Share Merger Consideration that the reporting person would have received had the reporting person exercised the option in full on a cashless basis immediately prior to the Effective Time. This stock option, which is fully vested, was cancelled immediately prior to the Effective Time and was converted into the right to receive a cash payment of $22,354.13 and 183 Shire ADS, representing the amount equal to the Per Share Merger Consideration that the reporting person would have received had the reporting person exercised the option in full on a cashless basis immediately prior to the Effective Time. This stock option, which is fully vested, was cancelled immediately prior to the Effective Time and was converted into the right to receive a cash payment of $19,315.25 and 159 Shire ADS, representing the amount equal to the Per Share Merger Consideration that the reporting person would have received had the reporting person exercised the option in full on a cashless basis immediately prior to the Effective Time. This stock option, which is fully vested, was cancelled immediately prior to the Effective Time and was converted into the right to receive a cash payment of $69,030.37 and 567 Shire ADS, representing the amount equal to the Per Share Merger Consideration that the reporting person would have received had the reporting person exercised the option in full on a cashless basis immediately prior to the Effective Time. This stock option, which is fully vested, was cancelled immediately prior to the Effective Time and was converted into the right to receive a cash payment of $1,834.19 and 13 Shire ADS, representing the amount equal to the Per Share Merger Consideration that the reporting person would have received had the reporting person exercised the option in full on a cashless basis immediately prior to the Effective Time. /s/ Stephanie D. Miller, Attorney-in-Fact for Wayne T. Hockmeyer, Ph.D. 2016-06-07