John A. Orwin - 14 Dec 2023 Form 4 Insider Report for Seagen Inc.

Reporting relationship: Director
Issuer ticker: N/A
Reported as of: 14 Dec 2023
Net transaction value: -$6,641,687
SEC form: 4
Accepted by SEC: 15 Dec 2023, 18:10:54 UTC
Prior SEC filing: 09 Nov 2023
Next SEC filing: 05 Jan 2024
Source filing: View source filing
Reporting owner signature: /s/ Jennifer Prosba, Attorney-in-Fact

Key filing fact

John A. Orwin filed Form 4 for Seagen Inc. on 15 Dec 2023.

Key facts

This page summarizes John A. Orwin's Form 4 filing for Seagen Inc..
11 reported transactions and 10 derivative rows are listed below.
Accepted by SEC: 15 Dec 2023, 18:10.

Change

Previous filing in this sequence was filed on 09 Nov 2023.
Current net transaction value: -$6,641,687.

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.

SGEN transaction

Common Stock

Disposed to Issuer

Transaction value: $6,641,687
Shares: -29,003
Change %: -100%
Price: $229.00
Shares after: 0
Date: 14 Dec 2023
Ownership: Direct
Footnotes: F1, F2

Reported derivative securities

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

SGEN transaction Derivative

Stock Options (Right to Buy)

Disposed to Issuer

Transaction value
Shares: -12,500
Change %: -100%
Price
Shares after: 0
Date: 14 Dec 2023
Ownership: Direct
Underlying class: Common stock
Underlying amount: 12,500
Exercise price: $42.97
Footnotes: F1, F3

SGEN transaction Derivative

Stock Options (Right to Buy)

Disposed to Issuer

Transaction value
Shares: -9,260
Change %: -100%
Price
Shares after: 0
Date: 14 Dec 2023
Ownership: Direct
Underlying class: Common stock
Underlying amount: 9,260
Exercise price: $39.94
Footnotes: F1, F3

SGEN transaction Derivative

Stock Options (Right to Buy)

Disposed to Issuer

Transaction value
Shares: -9,260
Change %: -100%
Price
Shares after: 0
Date: 14 Dec 2023
Ownership: Direct
Underlying class: Common stock
Underlying amount: 9,260
Exercise price: $38.82
Footnotes: F1, F3

SGEN transaction Derivative

Stock Options (Right to Buy)

Disposed to Issuer

Transaction value
Shares: -9,260
Change %: -100%
Price
Shares after: 0
Date: 14 Dec 2023
Ownership: Direct
Underlying class: Common stock
Underlying amount: 9,260
Exercise price: $66.60
Footnotes: F1, F3

SGEN transaction Derivative

Stock Options (Right to Buy)

Disposed to Issuer

Transaction value
Shares: -9,260
Change %: -100%
Price
Shares after: 0
Date: 14 Dec 2023
Ownership: Direct
Underlying class: Common stock
Underlying amount: 9,260
Exercise price: $56.77
Footnotes: F1, F3

SGEN transaction Derivative

Stock Options (Right to Buy)

Disposed to Issuer

Transaction value
Shares: -7,038
Change %: -100%
Price
Shares after: 0
Date: 14 Dec 2023
Ownership: Direct
Underlying class: Common stock
Underlying amount: 7,038
Exercise price: $64.38
Footnotes: F1, F3

SGEN transaction Derivative

Stock Options (Right to Buy)

Disposed to Issuer

Transaction value
Shares: -3,171
Change %: -100%
Price
Shares after: 0
Date: 14 Dec 2023
Ownership: Direct
Underlying class: Common stock
Underlying amount: 3,171
Exercise price: $160.33
Footnotes: F1, F3

SGEN transaction Derivative

Stock Options (Right to Buy)

Disposed to Issuer

Transaction value
Shares: -3,462
Change %: -100%
Price
Shares after: 0
Date: 14 Dec 2023
Ownership: Direct
Underlying class: Common stock
Underlying amount: 3,462
Exercise price: $147.50
Footnotes: F1, F3

SGEN transaction Derivative

Stock Options (Right to Buy)

Disposed to Issuer

Transaction value
Shares: -3,676
Change %: -100%
Price
Shares after: 0
Date: 14 Dec 2023
Ownership: Direct
Underlying class: Common stock
Underlying amount: 3,676
Exercise price: $135.63
Footnotes: F1, F3

SGEN transaction Derivative

Restricted Stock Units

Disposed to Issuer

Transaction value
Shares: -2,044
Change %: -100%
Price
Shares after: 0
Date: 14 Dec 2023
Ownership: Direct
Underlying class: Common stock
Underlying amount: 2,044
Exercise price
Footnotes: F1, F4

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

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

Explanation of responses 4 footnotes

Footnote F1

Reflects the disposition of shares of common stock, par value $0.001 per share ("Common Stock"), of Seagen Inc. ("Issuer"), or of equity awards in respect of such Common Stock, as applicable, in connection with the consummation of the transactions contemplated by the Agreement and Plan of Merger, dated as of March 12, 2023 (the "Merger Agreement"), by and among the Issuer, Pfizer Inc. ("Parent") and Aris Merger Sub, Inc. ("Merger Sub"), a wholly owned subsidiary of Parent, pursuant to which, at 12:01 a.m. EST on December 14, 2023, the effective time of the Merger (the "Effective Time"), Merger Sub merged with and into the Issuer, with the Issuer surviving as a subsidiary of Parent (the "Merger").

Footnote F2

Pursuant to the Merger Agreement, at the Effective Time, each issued and outstanding share of Common Stock (other than certain excluded shares described in the Merger Agreement) was cancelled and converted automatically into the right to receive cash in an amount equal to $229.00 per share of Common Stock (the "Merger Consideration").

Footnote F3

Pursuant to the Merger Agreement, each outstanding option, whether or not then vested, was cancelled in exchange for the right to receive an amount in cash equal to the product of (i) the excess, if any, of the Merger Consideration over the per-share exercise price of such option, multiplied by (ii) the number of shares of Common Stock then subject to such option.

Footnote F4

Pursuant to the Merger Agreement, at the Effective Time, each outstanding restricted stock unit granted after March 12, 2023 that was unvested as of immediately prior to the Effective Time (each, a "Post-Signing Company RSU") was cancelled and converted into the right to receive a Parent cash-based award subject to service-based vesting requirements with respect to an amount in cash equal to the product of (i) the Merger Consideration, multiplied by (ii) the number of shares of Common Stock then subject to such Post-Signing Company RSU.