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