0000899243-22-033156.txt : 20221006 0000899243-22-033156.hdr.sgml : 20221006 20221006162026 ACCESSION NUMBER: 0000899243-22-033156 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20221005 FILED AS OF DATE: 20221006 DATE AS OF CHANGE: 20221006 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: PIERCE GLENN CENTRAL INDEX KEY: 0001256964 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37539 FILM NUMBER: 221298394 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Global Blood Therapeutics, Inc. CENTRAL INDEX KEY: 0001629137 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 274825712 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 181 OYSTER POINT BLVD CITY: SOUTH SAN FRANCISCO STATE: CA ZIP: 94080 BUSINESS PHONE: 650741-7700 MAIL ADDRESS: STREET 1: 181 OYSTER POINT BLVD CITY: SOUTH SAN FRANCISCO STATE: CA ZIP: 94080 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2022-10-05 1 0001629137 Global Blood Therapeutics, Inc. GBT 0001256964 PIERCE GLENN C/O GLOBAL BLOOD THERAPEUTICS, INC. 181 OYSTER POINT BLVD. SOUTH SAN FRANCISCO CA 94080 1 0 0 0 Common Stock 2022-10-05 4 D 0 26437 D 0 D Restricted Stock Units 2022-10-05 4 D 0 3600 D Common Stock 3600 0 D Stock Option (Right to Buy) 15.03 2022-10-05 4 D 0 15000 D Common Stock 15000 0 D Stock Option (Right to Buy) 18.85 2022-10-05 4 D 0 15000 D Common Stock 15000 0 D Stock Option (Right to Buy) 28.45 2022-10-05 4 D 0 15000 D Common Stock 15000 0 D Stock Option (Right to Buy) 42.25 2022-10-05 4 D 0 15000 D Common Stock 15000 0 D Stock Option (Right to Buy) 56.30 2022-10-05 4 D 0 7500 D Common Stock 7500 0 D Stock Option (Right to Buy) 64.75 2022-10-05 4 D 0 5247 D Common Stock 5247 0 D Stock Option (Right to Buy) 37.09 2022-10-05 4 D 0 5600 D Common Stock 5600 0 D Stock Option (Right to Buy) 22.30 2022-10-05 4 D 0 5600 D Common Stock 5600 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 August 7, 2022, by and among the Issuer, Pfizer Inc., a Delaware corporation ("Parent"), and Ribeye Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), pursuant to which Merger Sub merged with and into the Issuer, with the Issuer surviving the merger as a wholly owned subsidiary of Parent (the "Merger"), effective as of the effective time of the Merger (the "Effective Time") on October 5, 2022. At the Effective Time, each share of the Issuer's common stock, par value $0.001 per share ("Common Stock"), reported in this Form 4 was converted into the right to receive $68.50 in cash (the "Merger Consideration"), without interest and subject to any required tax withholding, upon the terms and subject to the conditions of the Merger Agreement. (Continued from Footnote 1) From and after the Effective Time, all such shares of Common Stock were no longer outstanding and were automatically canceled. Each restricted stock unit of the Issuer ("RSU") represented a contingent right to receive one share of Common Stock. Pursuant to the terms of the Merger Agreement, at the Effective Time, subject to all required withholding taxes, each outstanding RSU was canceled and converted into the right to receive an amount in cash equal to (i) the number of shares of Common Stock subject to such RSU immediately prior to the completion of the Merger multiplied by (ii) the Merger Consideration. Pursuant to the terms of the Merger Agreement, at the Effective Time, subject to all required withholding taxes, each outstanding option to purchase shares of Common Stock granted under an Issuer equity plan (each, an "Issuer Stock Option"), whether vested or unvested, was canceled in exchange for the right to receive an amount in cash equal to (i) the number of shares of Common Stock subject to such Issuer Stock Option immediately prior to the Effective Time multiplied by (ii) the excess, if any, of the Merger Consideration over the exercise price per share of such Issuer Stock Option. /s/ Miguel Carrillo, Attorney-in-Fact 2022-10-06