0000899243-16-021951.txt : 20160607 0000899243-16-021951.hdr.sgml : 20160607 20160607162729 ACCESSION NUMBER: 0000899243-16-021951 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: LAW ANNE-MARIE CENTRAL INDEX KEY: 0001409438 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36782 FILM NUMBER: 161701561 MAIL ADDRESS: STREET 1: C/O BAXALTA INCORPORATED STREET 2: 1200 LAKESIDE DRIVE CITY: BANNOCKBURN STATE: IL ZIP: 60015 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2016-06-03 1 0001620546 Baxalta Inc BXLT 0001409438 LAW ANNE-MARIE C/O BAXALTA INCORPORATED 1200 LAKESIDE DRIVE BANNOCKBURN IL 60015 0 1 0 0 EVP & Head of Human Resources Common Stock, par value $0.01 per share 2016-06-03 4 D 0 85262 D 0 D Stock Option (Right to Buy) 32.29 2016-06-03 4 D 0 75835 D 2025-03-02 Common Stock, par value $0.01 per share 75835 0 D Stock Option (Right to Buy) 32.04 2016-06-03 4 D 0 77146 D 2025-03-03 Common Stock, par value $0.01 per share 77146 0 D Stock Option (Right to Buy) 31.50 2016-06-03 4 D 0 23447 D 2025-07-01 Common Stock, par value $0.01 per share 23447 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 73,592 unvested restricted stock units that are subject to time-based vesting. Pursuant to the Merger Agreement, the unvested restricted stock units were cancelled immediately prior to the Effective Time and exchanged in accordance with the ratio set forth in the Merger Agreement into an award of Shire restricted stock units with respect to 17,770 Shire ADSs. This stock option, which is subject to vesting as to 25,278 shares on March 2, 2017 and 25,279 shares on March 2, 2018, was cancelled immediately prior to the Effective Time and exchanged in accordance with the ratio set forth in the Merger Agreement into an option to purchase 18,322 Shire ADSs with an exercise price of $133.65. This stock option, which is subject to vesting as to 25,715 shares on March 3, 2017 and 25,716 shares on March 3, 2018, was cancelled immediately prior to the Effective Time and exchanged in accordance with the ratio set forth in the Merger Agreement into an option to purchase 18,639 Shire ADSs with an exercise price of $132.62. This stock option, which is subject to vesting as to 7,815 shares on July 1, 2016, 7,816 shares on July 1, 2017 and 7,816 shares on July 1, 2018, was cancelled immediately prior to the Effective Time and exchanged in accordance with the ratio set forth in the Merger Agreement into an option to purchase 5,665 Shire ADSs with an exercise price of $130.39. /s/ Stephanie D. Miller, as attorney-in-fact for Anne-Marie Law 2016-06-07