| Type | Sym | Class | Transaction | Value $ | Shares | Change % | Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | TPTX | Common Stock | -Disposed to Issuer | -$171,278,160 | -2,253,660 | -100% | $76.00 | 0 | Aug 17, 2022 | See Footnote | F1, F2 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | TPTX | Stock Option (right to buy) | -Disposed to Issuer | -15,000 | -100% | 0 | Aug 17, 2022 | Common Stock | 15,000 | $27.06 | Direct | F3 | ||
| transaction | TPTX | Stock Option (right to buy) | -Disposed to Issuer | -8,500 | -100% | 0 | Aug 17, 2022 | Common Stock | 8,500 | $65.39 | Direct | F3 | ||
| transaction | TPTX | Stock Option (right to buy) | -Disposed to Issuer | -8,500 | -100% | 0 | Aug 17, 2022 | Common Stock | 8,500 | $65.64 | Direct | F3 |
Simeon George is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| 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"). At the effective time of the Merger, each issued and outstanding Share was cancelled in exchange for $76.00 per Share in cash, without interest, subject to any applicable withholding of taxes (the "Cash Amount"). Pursuant to the terms of the Merger Agreement, the Shares were tendered and disposed of at the Offer Acceptance Time (as defined in the Merger Agreement) in exchange for the right to receive the Cash Amount. |
| F2 | S.R. One, Limited, an indirect, wholly-owned subsidiary of GlaxoSmithKline plc, is the record holder of these shares reported herein. Simeon J. George is the Chief Executive Officer, President and a Member of the Board of Trustees at S.R. One, Limited and an employee of GlaxoSmithKline LLC, an indirect, wholly-owned subsidiary of GlaxoSmithKline plc. Mr. George disclaims beneficial ownership of all shares held by S.R. One, Limited and this report shall not be deemed an admission of beneficial ownership of such shares for the purpose of Section 16 or for any other purpose except to the extent of his pecuniary interest therein. |
| F3 | 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. |