Simeon George - 17 Aug 2022 Form 4 Insider Report for Turning Point Therapeutics, Inc.

Source evidence Original filing metadata and source links for verification. 5 source fields
SEC form
4
Accepted by SEC
17 Aug 2022, 16:40:00 UTC
Prior SEC filing
16 Jun 2022
Next SEC filing
20 Dec 2022
Source filing
View source filing
Reporting owner 1 detail
Reporting owner signature
/s/ Paolo Tombesi, Attorney-in-Fact

Key filing fact

Simeon George filed Form 4 for Turning Point Therapeutics, Inc. on 17 Aug 2022.

Key facts

  • This page summarizes Simeon George's Form 4 filing for Turning Point Therapeutics, Inc..
  • 4 reported transactions and 3 derivative rows are listed below.
  • Accepted by SEC: 17 Aug 2022, 16:40.

Change

  • Previous filing in this sequence was filed on 16 Jun 2022.
  • Current net transaction value: -$171,278,160.

Research use

  • This tells you what this filing adds before you inspect full transaction and derivative tables.
  • You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

TPTX transaction

Common Stock

Disposed to Issuer

Transaction value
$171,278,160
Shares
-2,253,660
Change %
-100%
Price
$76.00
Shares after
0
Date
17 Aug 2022
Ownership
See Footnote
Footnotes
F1, F2

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

TPTX transaction Derivative

Stock Option (right to buy)

Disposed to Issuer

Transaction value
Shares
-15,000
Change %
-100%
Price
Shares after
0
Date
17 Aug 2022
Ownership
Direct
Underlying class
Common Stock
Underlying amount
15,000
Exercise price
$27.06
Footnotes
F3
TPTX transaction Derivative

Stock Option (right to buy)

Disposed to Issuer

Transaction value
Shares
-8,500
Change %
-100%
Price
Shares after
0
Date
17 Aug 2022
Ownership
Direct
Underlying class
Common Stock
Underlying amount
8,500
Exercise price
$65.39
Footnotes
F3
TPTX transaction Derivative

Stock Option (right to buy)

Disposed to Issuer

Transaction value
Shares
-8,500
Change %
-100%
Price
Shares after
0
Date
17 Aug 2022
Ownership
Direct
Underlying class
Common Stock
Underlying amount
8,500
Exercise price
$65.64
Footnotes
F3
* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

Simeon George is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 3 footnotes

Footnote 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.

Footnote 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.

Footnote 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.

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