0001209191-22-046258.txt : 20220817
0001209191-22-046258.hdr.sgml : 20220817
20220817162342
ACCESSION NUMBER: 0001209191-22-046258
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 2
CONFORMED PERIOD OF REPORT: 20220817
FILED AS OF DATE: 20220817
DATE AS OF CHANGE: 20220817
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Countouriotis Athena
CENTRAL INDEX KEY: 0001571469
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38871
FILM NUMBER: 221174366
MAIL ADDRESS:
STREET 1: C/O AMBIT BIOSCIENCES CORPORATION
STREET 2: 11080 ROSELLE STREET
CITY: SAN DIEGO
STATE: CA
ZIP: 92121
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Turning Point Therapeutics, Inc.
CENTRAL INDEX KEY: 0001595893
STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834]
IRS NUMBER: 463826166
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 10628 SCIENCE CENTER DRIVE, SUITE 200
CITY: SAN DIEGO
STATE: CA
ZIP: 92121
BUSINESS PHONE: 858-926-5251
MAIL ADDRESS:
STREET 1: 10628 SCIENCE CENTER DRIVE, SUITE 200
CITY: SAN DIEGO
STATE: CA
ZIP: 92121
FORMER COMPANY:
FORMER CONFORMED NAME: TP Therapeutics, Inc.
DATE OF NAME CHANGE: 20181018
FORMER COMPANY:
FORMER CONFORMED NAME: TP Therapeutics, INC
DATE OF NAME CHANGE: 20140106
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2022-08-17
1
0001595893
Turning Point Therapeutics, Inc.
TPTX
0001571469
Countouriotis Athena
C/O TURNING POINT THERAPEUTICS, INC.
10628 SCIENCE CENTER DRIVE, STE. 200
SAN DIEGO
CA
92121
1
1
0
0
President & CEO
Common Stock
2022-08-17
4
D
0
110959
76.00
D
0
D
Stock Option (right to buy)
3.20
2022-08-17
4
D
0
173389
D
2028-06-05
Common Stock
173389
0
D
Stock Option (right to buy)
3.20
2022-08-17
4
D
0
67575
D
2028-06-05
Common Stock
67575
0
D
Stock Option (right to buy)
5.12
2022-08-17
4
D
0
989971
D
2028-11-05
Common Stock
989971
0
D
Stock Option (right to buy)
7.43
2022-08-17
4
D
0
155844
D
2029-02-19
Common Stock
155844
0
D
Stock Option (right to buy)
63.33
2022-08-17
4
D
0
325000
D
2030-01-05
Common Stock
325000
0
D
Stock Option (right to buy)
140.01
2022-08-17
4
D
0
101775
D
2031-02-07
Common Stock
101775
0
D
Stock Option (right to buy)
37.68
2022-08-17
4
D
0
224640
D
2032-02-08
Common Stock
224640
0
D
Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of June 2, 2022, by and among Turning Point Therapeutics, Inc. (the "Issuer"), Bristol-Myers Squibb Company ("BMS") and Rhumba Merger Sub Inc., a wholly owned subsidiary of BMS ("Purchaser"), on August 17, 2022, Purchaser completed a tender offer for shares of common stock of the Issuer (each, a "Share") and thereafter merged with and into the Issuer, with the Issuer continuing as the surviving corporation and a wholly owned subsidiary of BMS (the "Merger"). At the effective time of the Merger, each issued and outstanding Share was cancelled in exchange for $76.00 per Share in cash, without interest, subject to any applicable withholding of taxes (the "Cash Amount"). Pursuant to the terms of the Merger Agreement, the Shares were tendered and disposed of at the Offer Acceptance Time (as defined in the Merger Agreement) in exchange for the right to receive the Cash Amount.
At the effective time of the Merger, pursuant to the Merger Agreement, each outstanding restricted stock unit award ("RSU") whether vested or unvested was cancelled and converted into the right to receive cash, without interest, in an amount equal to $76.00 per Share issuable in settlement of such RSU immediately before the effective time of the Merger, net of any withholding taxes required to be deducted and withheld by applicable law.
Includes 629 shares acquired on June 10, 2022 pursuant to the Issuer's Employee Stock Purchase Plan.
At the effective time of the Merger, pursuant to the Merger Agreement, each outstanding option was accelerated and became fully vested and exercisable and was cancelled and converted into the right to receive cash, without interest, in an amount equal to the product of (i) the total number of Shares subject to such option multiplied by (ii) the excess of (x) $76.00 per Share over (y) the exercise price payable per Share under such option, net of any withholding taxes required to be deducted and withheld by applicable law.
At the effective time of the Merger, pursuant to the Merger Agreement, each outstanding option with an exercise price equal to or greater than $76.00, was cancelled without any consideration in respect of such cancelled option.
/s/ Paolo Tombesi, Attorney-in-Fact
2022-08-17
EX-24
2
poa.txt
POA DOCUMENT
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby constitutes and appoints
each of Paolo Tombesi and Brian Sun of Turning Point Therapeutics, Inc. (the
"Company"), signing individually, the undersigned's true and lawful
attorney-in-fact and agent to:
(1) execute for and on behalf of the undersigned, an officer, director or holder
of 10% of more of a registered class of securities of the Company, Forms 3, 4
and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act") and the rules thereunder;
(2) do and perform any and all acts for and on behalf of the undersigned that
may be necessary or desirable to complete and execute such Form 3, 4 or 5,
complete and execute any amendment or amendments thereto, and timely file such
forms or amendments with the United States Securities and Exchange Commission
and any stock exchange or similar authority; and
(3) take any other action of any nature whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit, in
the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.
The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that each of the foregoing
attorneys-in-fact, in serving in such capacity at the request of the
undersigned, is not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16 of the Exchange Act.
This Power of Attorney shall remain in full force and effect until the earliest
to occur of (a) the undersigned is no longer required to file Forms 3, 4 and 5
with respect to the undersigned's holdings of and transactions in securities
issued by the Company, (b) revocation by the undersigned in a signed writing
delivered to the foregoing attorney-in-fact or (c) until such attorney-in-fact
shall no longer be employed by the Company.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 12 day of August, 2022.
Signature: /s/ Athena Countouriotis
Print Name: Athena Countouriotis