| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | IMGN | Stock Option (Right to Buy) | Disposed to Issuer | -284K | -100% | 0 | Feb 12, 2024 | Common Stock | 284K | $5.39 | Direct | F1, F2 | ||
| transaction | IMGN | Restricted Stock Unit | Disposed to Issuer | -47.4K | -100% | 0 | Feb 12, 2024 | Common Stock | 47.4K | $0.00 | Direct | F3 | ||
| transaction | IMGN | Restricted Stock Unit | Disposed to Issuer | -19.5K | -100% | 0 | Feb 12, 2024 | Common Stock | 19.5K | $0.00 | Direct | F4 |
Isabel Kalofonos 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 November 30, 2023, by and among the Issuer, AbbVie Inc., a Delaware corporation ("AbbVie"), Athene Subsidiary LLC, a Delaware limited liability company and wholly owned subsidiary of AbbVie ("Intermediate Sub"), and Athene Merger Sub Inc., a Massachusetts corporation and wholly owned subsidiary of Intermediate Sub ("Purchaser"), pursuant to which Purchaser merged with and into the Issuer with the Issuer continuing as the surviving corporation (the "Merger"). |
| F2 | At the effective time of the Merger (the "Effective Time"), each option to purchase shares of common stock, par value $.01 per share, of the Issuer ("Common Stock," and such option, a "Stock Option") granted prior to the date of the Merger Agreement outstanding immediately prior to the Effective Time was canceled and the Reporting Person was entitled to receive (without interest), in consideration of the cancellation of such Stock Option, an amount in cash (less any applicable withholding taxes) equal to (i) the total number of shares of Common Stock subject to such Stock Option immediately prior to the Effective Time, multiplied by (ii) the excess, if any, of $31.26, without interest (the "Merger Consideration"), over the applicable exercise price per share of Common Stock under such Stock Option. |
| F3 | Pursuant to the Merger Agreement, at the Effective Time, each restricted stock unit ("RSU") granted prior to the date of the Merger Agreement that was outstanding immediately prior to the Effective Time was canceled, and the Reporting Person was entitled to receive (without interest), in consideration of the cancellation of such RSU, an amount in cash (less any applicable withholding taxes) equal to (i) the number of shares of Common Stock subject to such RSU immediately prior to the Effective Time, multiplied by (ii) the Merger Consideration. |
| F4 | Pursuant to the Merger Agreement, at the Effective Time, each RSU granted on or after the date of the Merger Agreement that was outstanding immediately prior to the Effective Time was converted into a grant of restricted stock unit awards in respect of a number of shares of AbbVie common stock equal to the number of shares of Common Stock underlying such RSU as of immediately prior to the Effective Time multiplied by 0.18, and otherwise with the same terms and conditions that were applicable immediately prior to the Effective Time. |