0001140361-24-003540.txt : 20240123 0001140361-24-003540.hdr.sgml : 20240123 20240123203742 ACCESSION NUMBER: 0001140361-24-003540 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: Moriarty John B CENTRAL INDEX KEY: 0001564621 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35921 FILM NUMBER: 24554008 MAIL ADDRESS: STREET 1: ALEXION PHARMACEUTICALS STREET 2: 352 KNOTTER DRIVE CITY: CHESHIRE STATE: CT ZIP: 06410 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 0001564621 Moriarty John B C/O MIRATI THERAPEUTICS, INC. 3545 CRAY COURT SAN DIEGO CA 92121 true Chief Legal Officer false Common Stock 2024-01-23 4 D 0 675 D 71660 D Common Stock 2024-01-23 4 D 0 71660 D 0 D Option to Purchase Common Stock 45.88 2024-01-23 4 D 0 83525 D 2033-05-01 Common Stock 83525 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, 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). /s/ John Moriarty 2024-01-23