Ted W. Love - Oct 5, 2022 Form 4 Insider Report for Global Blood Therapeutics, Inc. (GBT)

Role
President and CEO, Director
Signature
/s/ Miguel Carrillo, Attorney-in-Fact
Stock symbol
GBT
Transactions as of
Oct 5, 2022
Transactions value $
$0
Form type
4
Date filed
10/6/2022, 04:15 PM
Previous filing
Sep 29, 2022
Next filing
Jun 2, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction GBT Common Stock Disposed to Issuer -576K -100% 0 Oct 5, 2022 Direct F1, F2
transaction GBT Common Stock Disposed to Issuer -120K -100% 0 Oct 5, 2022 By Trust 1 F1, F2
transaction GBT Common Stock Disposed to Issuer -120K -100% 0 Oct 5, 2022 By Trust 2 F1, F2
transaction GBT Common Stock Disposed to Issuer -102K -100% 0 Oct 5, 2022 By Trust 3 F1, F2
transaction GBT Common Stock Disposed to Issuer -2.5K -100% 0 Oct 5, 2022 By Daughter F1, F2
transaction GBT Common Stock Disposed to Issuer -2.5K -100% 0 Oct 5, 2022 By Daughter F1, F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction GBT Restricted Stock Units Disposed to Issuer -11.3K -100% 0 Oct 5, 2022 Common Stock 11.3K Direct F3, F4
transaction GBT Restricted Stock Units Disposed to Issuer -26.9K -100% 0 Oct 5, 2022 Common Stock 26.9K Direct F3, F4
transaction GBT Restricted Stock Units Disposed to Issuer -47.2K -100% 0 Oct 5, 2022 Common Stock 47.2K Direct F3, F4
transaction GBT Restricted Stock Units Disposed to Issuer -63.8K -100% 0 Oct 5, 2022 Common Stock 63.8K Direct F3, F4
transaction GBT Restricted Stock Units Disposed to Issuer -109K -100% 0 Oct 5, 2022 Common Stock 109K Direct F3, F5
transaction GBT Restricted Stock Units Disposed to Issuer -141K -100% 0 Oct 5, 2022 Common Stock 141K Direct F3, F6
transaction GBT Stock Option (Right to Buy) Disposed to Issuer -115K -100% 0 Oct 5, 2022 Common Stock 115K $16.40 Direct F7
transaction GBT Stock Option (Right to Buy) Disposed to Issuer -122K -100% 0 Oct 5, 2022 Common Stock 122K $59.60 Direct F7
transaction GBT Stock Option (Right to Buy) Disposed to Issuer -145K -100% 0 Oct 5, 2022 Common Stock 145K $48.44 Direct F7
transaction GBT Stock Option (Right to Buy) Disposed to Issuer -114K -100% 0 Oct 5, 2022 Common Stock 114K $65.82 Direct F7
transaction GBT Stock Option (Right to Buy) Disposed to Issuer -132K -100% 0 Oct 5, 2022 Common Stock 132K $44.48 Direct F7
transaction GBT Stock Option (Right to Buy) Disposed to Issuer -118K -100% 0 Oct 5, 2022 Common Stock 118K $29.87 Direct F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Ted W. Love is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 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.
F2 (Continued from Footnote 1) From and after the Effective Time, all such shares of Common Stock were no longer outstanding and were automatically canceled.
F3 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.
F4 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.
F5 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 36,239 additional shares of Common Stock deemed vested as of immediately prior to the Effective Time in accordance with the preceding sentence.
F6 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.
F7 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.