| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | NASD | Common Stock $.01 par value | Disposed to Issuer | $0 | -167K | -100% | $0.00* | 0 | Dec 22, 2022 | Direct | F1, F2, F3 |
| transaction | NASD | Common Stock $.01 par value | Disposed to Issuer | $0 | -244K | -100% | $0.00* | 0 | Dec 22, 2022 | By Trust | F1, F3 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | NASD | Stock Option (right to buy) | Disposed to Issuer | -85K | -100% | 0 | Dec 22, 2022 | Common Stock | 85K | $21.55 | Direct | F4, F5 | ||
| transaction | NASD | Stock Option (right to buy) | Disposed to Issuer | -35K | -100% | 0 | Dec 22, 2022 | Common Stock | 35K | $66.25 | Direct | F4, F5 | ||
| transaction | NASD | Stock Option (right to buy) | Disposed to Issuer | -30.5K | -100% | 0 | Dec 22, 2022 | Common Stock | 30.5K | $99.62 | Direct | F4, F5 | ||
| transaction | NASD | Stock Option (right to buy) | Disposed to Issuer | -33K | -100% | 0 | Dec 22, 2022 | Common Stock | 33K | $134.51 | Direct | F4, F5 | ||
| transaction | NASD | Stock Option (right to buy) | Disposed to Issuer | -30K | -100% | 0 | Dec 22, 2022 | Common Stock | 30K | $381.97 | Direct | F4, F5 | ||
| transaction | NASD | Stock Option (Right to Buy) | Disposed to Issuer | -50K | -100% | 0 | Dec 22, 2022 | Common Stock | 50K | $266.39 | Direct | F4, F5 | ||
| transaction | NASD | Stock Option (Right to Buy) | Disposed to Issuer | -20.9K | -100% | 0 | Dec 22, 2022 | Common Stock | 20.9K | $223.90 | Direct | F4, F5 | ||
| transaction | NASD | Stock Option (Right to Buy) | Disposed to Issuer | -30K | -100% | 0 | Dec 22, 2022 | Common Stock | 30K | $283.88 | Direct | F4, F5 | ||
| transaction | NASD | Performance Stock Units | Award | +96.3K | 96.3K | Dec 22, 2022 | Common Stock | 96.3K | $0.00 | Direct | F6, F7 | |||
| transaction | NASD | Performance Stock Units | Disposed to Issuer | -96.3K | -100% | 0 | Dec 22, 2022 | Common Stock | 96.3K | $0.00 | Direct | F6, F7 |
Michael R. Minogue is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| Id | Content |
|---|---|
| F1 | Disposed in connection with transactions contemplated by the Agreement and Plan of Merger, dated as of October 31, 2022 (the "Merger Agreement"), by and among the Issuer, Johnson & Johnson ("Parent") and Athos Merger Sub, Inc. ("Merger Sub"), pursuant to which, on December 22, 2022, Merger Sub was merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a wholly owned subsidiary of Parent. As a result of the Merger, each outstanding share of common stock, par value $0.01 per share, of the Issuer (each, an "Issuer Share") was automatically converted into the right to receive (i) an amount in cash equal to $380.00 (the "Cash Amount"), plus (ii) one non-tradeable contingent value right (the "CVR"), representing the right to receive contingent payments of up to $35.00 per Issuer Share, payable upon the achievement of certain specified milestones set out in the Contingent Value Rights Agreement. |
| F2 | Pursuant to the Merger Agreement, each award of restricted stock units of the Issuer, excluding any award of restricted stock units with vesting subject to performance-based conditions ("Company RSU Award"), outstanding as of immediately prior to the Effective Time was canceled and converted into the right to receive (i) an amount in cash, without interest, equal to the product of (A) the aggregate number of Issuer Shares underlying such Company RSU Award and (B) the Cash Amount and (ii) one CVR per Issuer Share. |
| F3 | This number reflects unvested Company RSU Awards and shares of common stock. The Form 4 filed on December 20, 2022 for Michael Minogue inadvertently omitted unvested Company RSU Awards from the balance of non-derivative securities beneficially owned by the reporting person. |
| F4 | Pursuant to the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each option to purchase Issuer Shares that was outstanding and unexercised immediately prior to the Effective Time was canceled and converted into the right to receive: (1) with respect to each stock option with a per share exercise price less than the Cash Amount (an "In-the-Money Option"), (A) an amount in cash, without interest, equal to the product of (I) the aggregate number of Issuer Shares underlying such In-the-Money Option and (II) the excess, if any, of (x) the Cash Amount over (y) the per share exercise price of such In-the-Money Option and (B) one CVR per Issuer Share underlying such In-the-Money Option; |
| F5 | ; and (2) with respect to each stock option with a per share exercise price that was greater than or equal to the Cash Amount (an "Out-of-the-Money option"), upon each Valuation Point (as defined in the Merger Agreement) occurring after the Effective Time, an amount in cash, without interest, equal to the product of (A) the aggregate number of Issuer Shares underlying such Out-of-the-Money Option and (B) (I) the excess, if any, of (x) the Per Share Value Paid (as defined in the Merger Agreement) as of such Valuation Point over (y) the per share exercise price of such Out-of-the-Money Option, less (II) the amount of all payments previously received with respect to such Out-of-the-Money Option. |
| F6 | Pursuant to the Merger Agreement, each award of restricted stock units with vesting subject to performance-based conditions ("Company PSU Award") outstanding immediately prior to the Effective Time was canceled and converted into the right to receive (i) an amount in cash, without interest, equal to the product of (A) the aggregate number of Issuer Shares underlying such Company PSU Award (assuming (1) the actual level of performance for performance metrics for which the relevant performance period has been completed as of December 22, 2022 (the "Closing Date") and (2) the maximum level of performance under the terms of the applicable award agreement as in effect on the date of the Merger Agreement for performance metrics for which the relevant performance period has not been completed as of the Closing Date (subject, in the case of Company PSU Awards granted to the Chief Executive Officer of the Company, to a maximum level of performance of 200% of the target level of performance) |
| F7 | and (B) the Cash Amount, and (ii) one CVR for each Issuer Share underlying such Company PSU Award (assuming (1) the actual level of performance for performance metrics for which the relevant performance period has been completed as of the Closing Date and (2) the maximum level of performance under the terms of the applicable award agreement as in effect on the date of the Merger Agreement for performance metrics for which the relevant performance period has not been completed as the Closing Date (subject, in the case of Company PSU Awards granted to the Chief Executive Officer of the Company, to a maximum level of performance of 200% of the target level of performance)). |