| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | MRTX | Common Stock | Disposed to Issuer | -288K | -100% | 0 | Jan 23, 2024 | See Footnote | F1, F2 | ||
| transaction | MRTX | Common Stock | Disposed to Issuer | -3.2M | -100% | 0 | Jan 23, 2024 | Direct | F1, F3 | ||
| transaction | MRTX | Common Stock | Disposed to Issuer | -204K | -100% | 0 | Jan 23, 2024 | See Footnote | F1, F4 | ||
| transaction | MRTX | Common Stock | Disposed to Issuer | -3.14M | -100% | 0 | Jan 23, 2024 | See Footnote | F1, F5 | ||
| transaction | MRTX | Common Stock | Disposed to Issuer | -30.5K | -100% | 0 | Jan 23, 2024 | See Footnote | F1, F6 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | MRTX | Warrant (right to purchase) | Disposed to Issuer | -333K | -100% | 0 | Jan 23, 2024 | Common Stock | 333K | $0.00 | Direct | F3, F7, F8 | ||
| transaction | MRTX | Warrant (right to purchase) | Disposed to Issuer | -3.58M | -100% | 0 | Jan 23, 2024 | Common Stock | 3.58M | $0.00 | See Footnote | F5, F7, F8 | ||
| transaction | MRTX | Warrant (right to purchase) | Disposed to Issuer | -1.41M | -100% | 0 | Jan 23, 2024 | Common Stock | 1.41M | $0.00 | See Footnote | F5, F7, F8 |
| Id | Content |
|---|---|
| F1 | On January 23, 2024, Mirati Therapeutics, Inc. (the "Company") filed a Form 8-K with the SEC announcing the consummation of a transaction in which the Company became a wholly owned subsidiary of Bristol-Myers Squibb Company, as described in greater detail therein (the "Merger"). As described in that 8-K, upon the effective time (the "Effective Time") of the Merger each share of Company common stock, par value $0.001 per share, of the Company ("Common Stock") (with certain exceptions) was automatically converted into the right to receive (i) cash in an amount equal to $58.00 subject to applicable withholding tax and (ii) one contingent value right (a "CVR") representing the right to receive $12.00 in cash, without interest and subject to any applicable tax withholding upon achievement of a specified milestone is achieved (as further explained in the Form 8-K) (the consideration contemplated by (i) and (ii), together, the "Merger Consideration"). |
| F2 | These securities are owned directly by MVA Investors, LLC ("MVA Investors"). Aaron I. Davis is a member of and has voting and dispositive power over securities held by MVA Investors. Each reporting person other than MVA Investors disclaims beneficial ownership of these securities except to the extent of such person's pecuniary interest therein, if any. |
| F3 | These securities are owned directly by Boxer Capital, LLC ("Boxer Capital"). Boxer Asset Management Inc. ("Boxer Management") is the managing member of Boxer Capital. Joseph Lewis is the sole indirect owner of Boxer Management. Each of Messrs. Fuglesang, Dissanayake and Davis is a member of Boxer Capital. Each reporting person other than Boxer Capital disclaims beneficial ownership of these securities except to the extent of such person's pecuniary interest therein, if any. |
| F4 | These securities are owned directly by Lockend Five, LLC, a limited liability company owned soley by Mr. Dissanayake. Each reporting person other than Lockend Five, LLC and Mr. Dissanayake disclaims beneficial ownership of these securities. |
| F5 | These securities are owned directly by Braslyn Ltd., which is owned by a revocable trust established by Mr. Lewis for the benefit of members of his immediate family. Each reporting person other than Braslyn Ltd. and Mr. Lewis disclaims beneficial ownership of these securities. |
| F6 | These securities are owned directly by Mr. Fuglesang. Each reporting person other than Mr. Fuglesang disclaims beneficial ownership of these securities. |
| F7 | By virtue of the Merger, each then unexpired and unexercised issued and outstanding warrant to purchase shares of Common Stock issued by or on behalf of the Company (each, a "Company Warrant") that was outstanding as of immediately prior to the Effective Time was converted into the right to receive, upon exercise of such Company Warrant, the same Merger Consideration as the holder would have been entitled to receive following the Effective Time if such holder had been, immediately prior to the Effective Time, the holder of the number of shares of Company common stock then issuable upon exercise in full of such Company Warrant without regard to any limitations on exercise contained therein. |
| F8 | These Company Warrants do not have an expiration date and are not exercisable to the extent that, following exercise, the holder of such Company Warrant and its affiliates would beneficially own more than 19.99% of the Common Stock. |
The reporting persons may be deemed members of a group that beneficially owned more than 10% of the outstanding shares of Company Common Stock prior to the Effective Time.