Tracey L. McCain - Feb 12, 2024 Form 4 Insider Report for ImmunoGen, Inc. (IMGN)

Role
Director
Signature
/s/ Joseph J. Kenny, Attorney-in-Fact
Stock symbol
IMGN
Transactions as of
Feb 12, 2024
Transactions value $
$0
Form type
4
Date filed
2/12/2024, 04:39 PM
Previous filing
Jul 3, 2023
Next filing
Mar 6, 2024

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 IMGN Restricted Stock Unit Disposed to Issuer -13.1K -100% 0 Feb 12, 2024 Common Stock 13.1K $0.00 Direct F1, F2
transaction IMGN Deferred Share Unit Disposed to Issuer -50.3K -100% 0 Feb 12, 2024 Common Stock 50.3K $0.00 Direct F3
transaction IMGN Stock Option (right to buy) Disposed to Issuer -19.6K -100% 0 Feb 12, 2024 Common Stock 19.6K $17.72 Direct F4
transaction IMGN Stock Option (right to buy) Disposed to Issuer -25.6K -100% 0 Feb 12, 2024 Common Stock 25.6K $3.37 Direct F4
transaction IMGN Stock Option (right to buy) Disposed to Issuer -44K -100% 0 Feb 12, 2024 Common Stock 44K $5.68 Direct F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Tracey L. McCain 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 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 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, par value $.01 per share, of the Issuer ("Common Stock") subject to such RSU immediately prior to the Effective Time, multiplied by (ii) $31.26, without interest (the "Merger Consideration").
F3 Pursuant to the Merger Agreement, at the Effective Time, each deferred share unit ("DSU") 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 DSU, an amount in cash (less any applicable withholding taxes) equal to (i) the number of shares of Common Stock subject to such DSU immediately prior to the Effective Time, multiplied by (ii) the Merger Consideration.
F4 Pursuant to the Merger Agreement, at the Effective Time, each option to purchase shares of Common Stock ("Stock Option") 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 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 the Merger Consideration over the applicable exercise price per share of Common Stock under such Stock Option.