0001127602-18-010664.txt : 20180308 0001127602-18-010664.hdr.sgml : 20180308 20180308123126 ACCESSION NUMBER: 0001127602-18-010664 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180308 FILED AS OF DATE: 20180308 DATE AS OF CHANGE: 20180308 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Greene John CENTRAL INDEX KEY: 0001610732 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37859 FILM NUMBER: 18675762 MAIL ADDRESS: STREET 1: 51 LIME STREET CITY: LONDON STATE: X0 ZIP: EC3M 7DQ ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Bioverativ Inc. CENTRAL INDEX KEY: 0001681689 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 813461310 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 225 2ND AVENUE CITY: WALTHAM STATE: MA ZIP: 02451 BUSINESS PHONE: 781-663-4400 MAIL ADDRESS: STREET 1: 225 2ND AVENUE CITY: WALTHAM STATE: MA ZIP: 02451 4 1 form4.xml PRIMARY DOCUMENT X0306 4 2018-03-08 1 0001681689 Bioverativ Inc. BIVV 0001610732 Greene John BIOVERATIV INC. 225 2ND AVE. WALTHAM MA 02451 1 EVP, CFO and Treasurer Common Stock 2018-03-08 4 D 0 5951.011 D 0 D Restricted Stock Units 2018-03-08 4 D 0 14230 D Common Stock 14230 0 D Restricted Stock Units 2018-03-08 4 D 0 42727 D Common Stock 42727 0 D Non-Qualified Stock Option 44.51 2018-03-08 4 D 0 113230 D Common Stock 113230 0 D Non-Qualified Stock Option 44.51 2018-03-08 4 D 0 56615 D Common Stock 56615 0 D Includes 454.9542 shares acquired under the Company's Employee Stock Purchase Plan on March 6, 2018. Pursuant to the Agreement and Plan of Merger, dated as of January 21, 2018 (the "Merger Agreement"), between the Company, Sanofi, a French soci?t? anonyme (the "Parent"), and Blink Acquisition Corp. ("Merger Sub"), on March 8, 2018, Merger Sub was merged with and into the Company, with the Company continuing as the surviving corporation and a wholly owned subsidiary of Parent (the "Merger"). Pursuant to the Merger Agreement, at the effective time of the Merger, each share of common stock, par value $0.001 per share, of the Company (each, a "Share") was converted into the right to receive $105.00 in cash. Each restricted stock unit ("RSU") represents a contingent right to receive one Share of the issuer's common stock. Pursuant to the Merger Agreement, each RSU outstanding immediately prior to the consummation of the tender offer by Parent and Merger Sub to acquire all the outstanding Shares for $105.00 in cash (the "Offer") automatically and without any required action on the part of its holder became fully vested and was converted immediately prior to, and contingent upon, the consummation of the Offer into a vested right to receive a lump-sum payment in an amount equal to $105.00 for each Share underlying the RSU, less any required withholding taxes. Pursuant to the Merger Agreement, each option outstanding immediately prior to the consummation of the Offer, whether vested or unvested, automatically became fully vested and was cancelled as of immediately prior to, and contingent upon, the consummation of the Offer in exchange for the right to receive a lump-sum cash payment in the amount of the Option Consideration, if any, less any required withholding taxes, with respect to such Option. "Option Consideration" means, with respect to any Option, an amount equal to the product of (i) the number of Shares issuable under such Option multiplied by (ii) the excess of (x) $105.00 over (y) the exercise price payable in respect of each Share issuable under such Option. /s/ Matthew S. Gilman, Attorney in Fact for John Greene 2018-03-08