Carol Giltner Gallagher - Aug 17, 2022 Form 4 Insider Report for Turning Point Therapeutics, Inc. (TPTX)

Role: Director
Signature: /s/ Paolo Tombesi, Attorney-in-Fact
Stock symbol: TPTX
Transactions as of: Aug 17, 2022
Transactions value $: $0
Form type: 4
Date filed: 8/17/2022, 04:38 PM
Previous filing: Jun 27, 2022
Next filing: Nov 8, 2022

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

Type	Sym	Class	Transaction	Shares	Change %	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	TPTX	Stock Option (right to buy)	-Disposed to Issuer	-8,500	-100%	Aug 17, 2022	Common Stock	8,500	$65.39	Direct	F1, F2
transaction	TPTX	Stock Option (right to buy)	-Disposed to Issuer	-8,500	-100%	Aug 17, 2022	Common Stock	8,500	$65.64	Direct	F1, F2
transaction	TPTX	Stock Option (right to buy)	-Disposed to Issuer	-30,000	-100%	Aug 17, 2022	Common Stock	30,000	$39.99	By the Gallagher Revocable Trust dated May 10, 2011	F1, F2

Carol Giltner Gallagher is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of June 2, 2022, by and among Turning Point Therapeutics, Inc. (the "Issuer"), Bristol-Myers Squibb Company ("BMS") and Rhumba Merger Sub Inc., a wholly owned subsidiary of BMS ("Purchaser"), on August 17, 2022, Purchaser completed a tender offer for shares of common stock of the Issuer (each, a "Share") and thereafter merged with and into the Issuer, with the Issuer continuing as the surviving corporation and a wholly owned subsidiary of BMS (the "Merger").
F2	At the effective time of the Merger, pursuant to the Merger Agreement, each outstanding option was accelerated and became fully vested and exercisable and was cancelled and automatically converted into the right to receive cash, without interest, in an amount equal to the product of (i) the total number of Shares subject to such option multiplied by (ii) the excess of (x) $76.00 per Share over (y) the exercise price payable per Share under such option, net of any withholding taxes required to be deducted and withheld by applicable law.

Content

Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of June 2, 2022, by and among Turning Point Therapeutics, Inc. (the "Issuer"), Bristol-Myers Squibb Company ("BMS") and Rhumba Merger Sub Inc., a wholly owned subsidiary of BMS ("Purchaser"), on August 17, 2022, Purchaser completed a tender offer for shares of common stock of the Issuer (each, a "Share") and thereafter merged with and into the Issuer, with the Issuer continuing as the surviving corporation and a wholly owned subsidiary of BMS (the "Merger").

At the effective time of the Merger, pursuant to the Merger Agreement, each outstanding option was accelerated and became fully vested and exercisable and was cancelled and automatically converted into the right to receive cash, without interest, in an amount equal to the product of (i) the total number of Shares subject to such option multiplied by (ii) the excess of (x) $76.00 per Share over (y) the exercise price payable per Share under such option, net of any withholding taxes required to be deducted and withheld by applicable law.