0001209191-20-023714.txt : 20200407 0001209191-20-023714.hdr.sgml : 20200407 20200407121507 ACCESSION NUMBER: 0001209191-20-023714 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200407 FILED AS OF DATE: 20200407 DATE AS OF CHANGE: 20200407 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Takimoto Chris H CENTRAL INDEX KEY: 0001743780 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38554 FILM NUMBER: 20778963 MAIL ADDRESS: STREET 1: C/O FORTY SEVEN, INC. STREET 2: 1490 O'BRIEN DRIVE, SUITE A CITY: MENLO PARK STATE: CA ZIP: 94025 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Forty Seven, Inc. CENTRAL INDEX KEY: 0001667633 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 474065674 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1490 O'BRIEN DRIVE, SUITE A CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: (650) 352-4150 MAIL ADDRESS: STREET 1: 1490 O'BRIEN DRIVE, SUITE A CITY: MENLO PARK STATE: CA ZIP: 94025 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2020-04-07 1 0001667633 Forty Seven, Inc. FTSV 0001743780 Takimoto Chris H C/O FORTY SEVEN, INC. 1490 O'BRIEN DRIVE, SUITE A MENLO PARK CA 94025 0 1 0 0 Chief Medical Officer Common Stock 2020-04-07 4 D 0 3906 D 0 D Stock Option (right to buy) 2.015 2020-04-07 4 D 0 58114 D 2026-02-25 Common Stock 58114 0 D Stock Option (right to buy) 4.8825 2020-04-07 4 D 0 4570 D 2027-08-14 Common Stock 4570 0 D Stock Option (right to buy) 5.27 2020-04-07 4 D 0 70398 D 2027-11-27 Common Stock 70398 0 D Stock Option (right to buy) 8.7575 2020-04-07 4 D 0 44710 D 2028-04-26 Common Stock 44710 0 D Stock Option (right to buy) 35.75 2020-04-07 4 D 0 113153 D 2029-12-12 Common Stock 113153 0 D Disposed of pursuant to an agreement and plan of merger by and between the Issuer, Gilead Sciences, Inc. ("Gilead") and Toro Merger Sub, Inc. ("Purchaser") (the "Merger") in exchange for $95.50 per share, net to the holder in cash, without interest and subject to any withholding of taxes, upon the terms and subject to the conditions described in the Offer to Purchase dated March 10, 2020 (together with any amendments or supplements thereto, the "Offer to Purchase") and in the accompanying Letter of Transmittal (together with any amendments or supplements thereto), which are annexed to and filed with the Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively. This option was canceled in the Merger in exchange for a cash payment of $5,432,787.29, representing the difference between the market value of the common stock underlying the option on the effective date of the Merger ($95.50 per share) and the exercise price applicable to each share of common stock underlying the option, which difference is multiplied by the total number of shares of common stock subject to the option. This option, which provided for vesting over a four-year period as follows: 1/48th of the shares subject to the option vest in a series of 48 successive equal monthly installments beginning August 15, 2017, subject to the Reporting Person's continuous service as of each such date, was accelerated and canceled in the Merger in exchange for a cash payment of $414,121.98, representing the difference between the market value of the common stock underlying the option on the effective date of the Merger ($95.50 per share) and the exercise price applicable to each share of common stock underlying the option, which difference is multiplied by the total number of shares of common stock subject to the option. This option, which provided for vesting over a four-year period as follows: 1/48th of the shares subject to the option vest in a series of 48 successive equal monthly installments beginning November 8, 2017, subject to Reporting Person's continuous service as of each such date, was accelerated and canceled in the Merger in exchange for a cash payment of $6,352,011.54, representing the difference between the market value of the common stock underlying the option on the effective date of the Merger ($95.50 per share) and the exercise price applicable to each share of common stock underlying the option, which difference is multiplied by the total number of shares of common stock subject to the option. This option, which provided for vesting over a four-year period as follows: 1/48th of the shares subject to the option vest in a series of 48 successive equal monthly installments beginning March 1, 2019, subject to Reporting Person's continuous service as of each such date, was accelerated and canceled in the Merger in exchange for a cash payment of $3,878,257.18, representing the difference between the market value of the common stock underlying the option on the effective date of the Merger ($95.50 per share) and the exercise price applicable to each share of common stock underlying the option, which difference is multiplied by the total number of shares of common stock subject to the option. This option, which provided for vesting over a four-year period as follows: 1/48th of the shares subject to the option vest in a series of 48 successive equal monthly installments beginning December 13, 2019, subject to Reporting Person's continuous service as of each such date, was accelerated and canceled in the Merger in exchange for a cash payment of $6,760,891.75, representing the difference between the market value of the common stock underlying the option on the effective date of the Merger ($95.50 per share) and the exercise price applicable to each share of common stock underlying the option, which difference is multiplied by the total number of shares of common stock subject to the option. /s/ John T. McKenna, Attorney-in-Fact for Chris H. Takimoto 2020-04-07