David R. Epstein - Dec 14, 2023 Form 4 Insider Report for Seagen Inc. (SGEN)

Role
CEO, Director
Signature
/s/ Jennifer Prosba, Attorney-in-Fact
Stock symbol
SGEN
Transactions as of
Dec 14, 2023
Transactions value $
-$3,757,203
Form type
4
Date filed
12/15/2023, 06:29 PM
Previous filing
Nov 13, 2023
Next filing
Jun 13, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction SGEN Common Stock Disposed to Issuer -$3.76M -16.4K -100% $229.00 0 Dec 14, 2023 Direct 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 SGEN Stock Options (Right to Buy) Disposed to Issuer -2.9K -100% 0 Dec 14, 2023 Common stock 2.9K $137.96 Direct F1, F3
transaction SGEN Stock Options (Right to Buy) Disposed to Issuer -240K -100% 0 Dec 14, 2023 Common stock 240K $137.96 Direct F1, F3
transaction SGEN Stock Options (Right to Buy) Disposed to Issuer -224K -100% 0 Dec 14, 2023 Common stock 224K $137.96 Direct F1, F3
transaction SGEN Restricted Stock Units Disposed to Issuer -80.5K -100% 0 Dec 14, 2023 Common stock 80.5K Direct F1, F4
transaction SGEN Restricted Stock Units Disposed to Issuer -39.7K -100% 0 Dec 14, 2023 Common stock 39.7K Direct F1, F5
transaction SGEN Performance Stock Units Disposed to Issuer -2.64K -100% 0 Dec 14, 2023 Common stock 2.64K Direct F1, F6
transaction SGEN Performance Stock Units Disposed to Issuer -6.61K -100% 0 Dec 14, 2023 Common stock 6.61K Direct F1, F6
transaction SGEN Performance Stock Units Disposed to Issuer -3.97K -100% 0 Dec 14, 2023 Common stock 3.97K Direct F1, F6
transaction SGEN Performance Stock Units Disposed to Issuer -5.29K -100% 0 Dec 14, 2023 Common stock 5.29K Direct F1, F7
transaction SGEN Performance Stock Units Disposed to Issuer -13.2K -100% 0 Dec 14, 2023 Common stock 13.2K Direct F1, F7
transaction SGEN Performance Stock Units Disposed to Issuer -7.93K -100% 0 Dec 14, 2023 Common stock 7.93K Direct F1, F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

David R. Epstein is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 Reflects the disposition of shares of common stock, par value $0.001 per share ("Common Stock"), of Seagen Inc. ("Issuer"), or of equity awards in respect of such Common Stock, as applicable, in connection with the consummation of the transactions contemplated by the Agreement and Plan of Merger, dated as of March 12, 2023 (the "Merger Agreement"), by and among the Issuer, Pfizer Inc. ("Parent") and Aris Merger Sub, Inc. ("Merger Sub"), a wholly owned subsidiary of Parent, pursuant to which, at 12:01 a.m. EST on December 14, 2023, the effective time of the Merger (the "Effective Time"), Merger Sub merged with and into the Issuer, with the Issuer surviving as a subsidiary of Parent (the "Merger").
F2 Pursuant to the Merger Agreement, at the Effective Time, each issued and outstanding share of Common Stock (other than certain excluded shares described in the Merger Agreement) was cancelled and converted automatically into the right to receive cash in an amount equal to $229.00 per share of Common Stock (the "Merger Consideration").
F3 Pursuant to the Merger Agreement, each outstanding option, whether or not then vested, was cancelled in exchange for the right to receive an amount in cash equal to the product of (i) the excess, if any, of the Merger Consideration over the per-share exercise price of such option, multiplied by (ii) the number of shares of Common Stock then subject to such option.
F4 Pursuant to the Merger Agreement, at the Effective Time, each outstanding restricted stock unit (each, a "Company RSU"), other than any Post-Signing Company RSU (as defined below), was cancelled and converted into the right to receive an amount in cash equal to the product of (i) the Merger Consideration, multiplied by (ii) the number of shares of Common Stock then subject to such Company RSU.
F5 Pursuant to the Merger Agreement, at the Effective Time, each outstanding Company RSU granted after March 12, 2023 that was unvested as of immediately prior to the Effective Time (each, a "Post-Signing Company RSU") was cancelled and converted into the right to receive a Parent cash-based award subject to service-based vesting requirements with respect to an amount in cash equal to the product of (i) the Merger Consideration, multiplied by (ii) the number of shares of Common Stock then subject to such Post-Signing Company RSU.
F6 Pursuant to the Merger Agreement, at the Effective Time, each outstanding performance-based restricted stock unit (each, a "Company PSU"), other than any Company Products PSU or any Company August 2023 PSU (each, as defined below), was cancelled and converted into the right to receive cash equal to the product of (i) the Merger Consideration, multiplied by (ii) the number of shares of Common Stock then subject to such Company PSU, based on the greater of the target and actual performance. Amounts are shown here based on actual performance.
F7 Pursuant to the Merger Agreement, at the Effective Time, each outstanding performance-based restricted stock unit granted in August 2023 (each, a "Company August 2023 PSU") that was unvested as of immediately prior to the Effective Time, was cancelled and converted into the right to receive a Parent cash-based award with respect to an amount in cash equal to the product of (i) the Merger Consideration, multiplied by (ii) the number of shares of Common Stock then subject to such Company August 2023 PSU, based on target performance.