0000899243-22-033146.txt : 20221006
0000899243-22-033146.hdr.sgml : 20221006
20221006161529
ACCESSION NUMBER: 0000899243-22-033146
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: Krehlik Carrie
CENTRAL INDEX KEY: 0001823899
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37539
FILM NUMBER: 221298324
MAIL ADDRESS:
STREET 1: 6015 COLTON BLVD
CITY: OAKLAND
STATE: CA
ZIP: 94611
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
0001823899
Krehlik Carrie
C/O GLOBAL BLOOD THERAPEUTICS, INC.
181 OYSTER POINT BLVD.
SOUTH SAN FRANCISCO
CA
94080
0
1
0
0
Chief Human Resources Officer
Common Stock
2022-10-05
4
D
0
6716
D
0
D
Restricted Stock Units
2022-10-05
4
D
0
24180
D
Common Stock
24180
0
D
Restricted Stock Units
2022-10-05
4
D
0
15460
D
Common Stock
15460
0
D
Restricted Stock Units
2022-10-05
4
D
0
26454
D
Common Stock
26454
0
D
Restricted Stock Units
2022-10-05
4
D
0
42400
D
Common Stock
42400
0
D
Stock Option (Right to Buy)
29.85
2022-10-05
4
D
0
49600
D
Common Stock
49600
0
D
Stock Option (Right to Buy)
29.87
2022-10-05
4
D
0
28628
D
Common Stock
28628
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 (i) restricted stock unit of the Issuer subject only to service-based vesting requirements ("RSU") and (ii) restricted stock unit of the Issuer subject to performance-based vesting requirements ("PSU") 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 PSU was canceled and converted into the right to receive an amount in cash equal to (i) (x) with respect to a PSU subject to vesting based on the Issuer's relative total shareholder return, approximately 199.5% of the target number of shares of Common Stock subject to such PSU immediately prior to the Effective Time and (y) with respect to a PSU subject to vesting based on the Issuer's relative percentage of patient share, the target number of shares of Common Stock subject to such PSU immediately prior to the Effective Time, in each case multiplied by (ii) the Merger Consideration. Includes 8,786 additional shares of Common Stock deemed vested as of immediately prior to the Effective Time in accordance with the preceding sentence.
Each outstanding PSU tied to a price hurdle with respect to a share of Common Stock (and not relative total shareholder return) was forfeited at the Effective Time.
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