0001140361-24-003535.txt : 20240123 0001140361-24-003535.hdr.sgml : 20240123 20240123203758 ACCESSION NUMBER: 0001140361-24-003535 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240123 FILED AS OF DATE: 20240123 DATE AS OF CHANGE: 20240123 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CARTER BRUCE L A CENTRAL INDEX KEY: 0001225503 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35921 FILM NUMBER: 24554013 MAIL ADDRESS: STREET 1: C/O ZYMOGENETICS, INC. STREET 2: 1201 EASTLAKE AVENUE CITY: SEATTLE STATE: WA ZIP: 98102 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Mirati Therapeutics, Inc. CENTRAL INDEX KEY: 0001576263 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] ORGANIZATION NAME: 03 Life Sciences IRS NUMBER: 462693615 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 3545 CRAY COURT CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: 858-332-3410 MAIL ADDRESS: STREET 1: 3545 CRAY COURT CITY: SAN DIEGO STATE: CA ZIP: 92121 4 1 form4.xml FORM 4 X0508 4 2024-01-23 true 0001576263 Mirati Therapeutics, Inc. MRTX 0001225503 CARTER BRUCE L A C/O MIRATI THERAPEUTICS, INC. 3545 CRAY COURT SAN DIEGO CA 92121 true false Common Stock 2024-01-23 4 D 0 6021 D 11252 D Common Stock 2024-01-23 4 D 0 4444 D 6808 D Common Stock 2024-01-23 4 D 0 6808 D 0 D Option to Purchase Common Stock 3.65 2024-01-23 4 D 0 10000 D 2027-05-16 Common Stock 10000 0 D Option to Purchase Common Stock 45.66 2024-01-23 4 D 0 7520 D 2033-01-20 Common Stock 7520 0 D Option to Purchase Common Stock 64.14 2024-01-23 4 D 0 11000 D 2029-01-16 Common Stock 11000 0 D This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of October 8, 2023, among the Issuer, Bristol-Myers Squibb Company ("BMS"), and Vineyard Merger Sub Inc., a wholly owned subsidiary of BMS ("Merger Sub"), pursuant to which Merger Sub merged with and into the Issuer (the "Merger"), effective as of January 23, 2024 (such date and time of such Merger, the "Effective Time"), with the Issuer surviving the Merger as a wholly owned subsidiary of BMS. At the Effective Time, each issued and outstanding share of common stock of the Issuer ("Company Common Stock") reported in this Form 4 was converted into the right to receive (A) $58.00 per share in cash (the "Closing Consideration") and (B) one contingent value right (a "CVR"), which represents the right to receive the Milestone Payment (as such term is defined in the CVR Agreement, which is itself defined in the Merger Agreement) (the consideration contemplated by (A) and (B), together, the "Merger Consideration"), without interest and subject to any withholding taxes. Pursuant to the Merger Agreement, at the Effective Time, each of these restricted stock units ("RSUs") that was outstanding as of immediately prior to the Effective Time was cancelled and the Reporting Person was entitled to receive the Merger Consideration in respect of each such RSU. Pursuant to the Merger Agreement and the Company Equity Plans (as such term is defined in the Merger Agreement), at the Effective Time, each of these RSUs that was outstanding as of immediately prior to the Effective Time was cancelled and converted into the right to receive a cash award of BMS in an amount equal to the product of the number of restricted stock units subject to such RSU immediately prior to the Effective Time and the last trading price of a share of Company Common Stock before the Effective Time (the "Converted Cash Award"). Following the Effective Time, the Converted Cash Award will be subject to the same terms and conditions applicable to such Issuer RSUs, including with respect to vesting. Pursuant to the Merger Agreement, at the Effective Time, each compensatory option to purchase shares of Company Common Stock (each, a "Company Option") that was outstanding and unexercised as of immediately prior to the Effective Time, whether or not vested, with a per share exercise price ("Per Share Exercise Price") that was less than the Closing Consideration, was cancelled and converted into the right to receive the sum of (A) a cash payment, without interest, equal to (x) the excess of (1) the Closing Consideration over (2) the Per Share Exercise Price, multiplied by (y) the total number of shares of Company Common Stock subject to such Company Option immediately prior to the Effective Time (without regard to vesting) and (B) one CVR for each share of Company Common Stock subject to such Company Option immediately prior to the Effective Time (without regard to vesting). Pursuant to the Merger Agreement, at the Effective Time, each Company Option that was outstanding and unexercised as of immediately prior to the Effective Time, whether or not vested, with a Per Share Exercise Price that was equal to or greater than the Closing Consideration, but was less than the sum of the Closing Consideration and the maximum amount payable in respect of one CVR (the "Maximum Total Consideration"), was cancelled and converted into the right to receive a cash payment equal to (A) the excess of (x) the sum of (i) the Closing Consideration plus (ii) the actual Milestone Payment, if any, made in respect of one CVR over (y) the Per Share Exercise Price, multiplied by (B) the total number of shares of Company Common Stock subject to such Company Option immediately prior to the Effective Time (without regard to vesting). Such payment will be made if, and only if, a Milestone Payment is made in respect of a CVR and will be made at the same time the Milestone Payment is made to holders of CVRs. If the CVR is terminated or expires without payment, no payment will be made with respect to any such Company Option. /s/ John Moriarty 2024-01-23