| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | GBT | Common Stock | Disposed to Issuer | -11.4K | -100% | 0 | Oct 5, 2022 | Direct | F1, F2 |
| 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 | -3.6K | -100% | 0 | Oct 5, 2022 | Common Stock | 3.6K | Direct | F3, F4 | |||
| transaction | GBT | Stock Option (Right to Buy) | Disposed to Issuer | -30K | -100% | 0 | Oct 5, 2022 | Common Stock | 30K | $38.55 | Direct | F5 | ||
| transaction | GBT | Stock Option (Right to Buy) | Disposed to Issuer | -15K | -100% | 0 | Oct 5, 2022 | Common Stock | 15K | $42.25 | Direct | F5 | ||
| transaction | GBT | Stock Option (Right to Buy) | Disposed to Issuer | -7.5K | -100% | 0 | Oct 5, 2022 | Common Stock | 7.5K | $56.30 | Direct | F5 | ||
| transaction | GBT | Stock Option (Right to Buy) | Disposed to Issuer | -5.25K | -100% | 0 | Oct 5, 2022 | Common Stock | 5.25K | $64.75 | Direct | F5 | ||
| transaction | GBT | Stock Option (Right to Buy) | Disposed to Issuer | -5.6K | -100% | 0 | Oct 5, 2022 | Common Stock | 5.6K | $37.09 | Direct | F5 | ||
| transaction | GBT | Stock Option (Right to Buy) | Disposed to Issuer | -5.6K | -100% | 0 | Oct 5, 2022 | Common Stock | 5.6K | $22.30 | Direct | F5 |
Wendy L. Yarno is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| 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 restricted stock unit of the Issuer ("RSU") 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 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. |