Statement of Changes in Beneficial Ownership (4)
01 October 2016 - 7:45AM
Edgar (US Regulatory)
FORM 4
[
X
]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Hirmand Mohammad
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2. Issuer Name
and
Ticker or Trading Symbol
MEDIVATION, INC.
[
MDVN
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Interim Chief Medical Officer
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(Last)
(First)
(Middle)
C/O MEDIVATION, INC., 525 MARKET ST., 36TH FLOOR
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3. Date of Earliest Transaction
(MM/DD/YYYY)
9/28/2016
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(Street)
SAN FRANCISCO, CA 94105
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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9/28/2016
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U
(1)
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39068
(2)
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D
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(1)
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0
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D
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Common Stock
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9/28/2016
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D
(1)
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18684
(3)
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D
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(1)
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0
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Non-Qualified Stock Option (right to buy)
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$8.64
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9/28/2016
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D
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24000
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(4)
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12/15/2019
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Common Stock
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24000
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(4)
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0
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D
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Non-Qualified Stock Option (right to buy)
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$3.7925
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9/28/2016
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D
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60000
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(4)
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12/31/2020
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Common Stock
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60000
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(4)
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0
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D
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Non-Qualified Stock Option (right to buy)
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$27.43
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9/28/2016
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D
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16880
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(4)
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12/17/2022
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Common Stock
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16880
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(4)
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0
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D
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Non-Qualified Stock Option (right to buy)
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$35.955
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9/28/2016
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D
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11740
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(4)
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2/28/2024
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Common Stock
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11740
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(4)
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0
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D
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Non-Qualified Stock Option (right to buy)
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$52.85
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9/28/2016
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D
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3460
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(4)
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10/31/2024
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Common Stock
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3460
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(4)
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0
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D
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Non-Qualified Stock Option (right to buy)
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$60.525
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9/28/2016
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D
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13560
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(4)
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3/2/2025
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Common Stock
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13560
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(4)
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0
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D
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Non-Qualified Stock Option (right to buy)
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$42.50
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9/28/2016
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D
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2380
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(4)
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9/30/2025
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Common Stock
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2380
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(4)
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0
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D
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Non-Qualified Stock Option (right to buy)
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$35.77
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9/28/2016
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D
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38530
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(4)
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2/28/2026
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Common Stock
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38530
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(4)
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0
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D
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Non-Qualified Stock Option (right to buy)
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$46.45
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9/28/2016
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D
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1120
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(4)
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4/8/2026
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Common Stock
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1120
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(4)
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0
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D
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Performance-Based Restricted Stock Units
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$0.00
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9/28/2016
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D
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14474
(5)
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(6)
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2/18/2020
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Common Stock
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14474
(5)
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(6)
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0
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D
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Stock Appreciation Rights
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$11.5975
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9/28/2016
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D
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58800
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(7)
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1/3/2022
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Common Stock
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58800
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(7)
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0
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D
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Explanation of Responses:
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(
1)
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Disposed of pursuant to an Agreement and Plan of Merger (the "Merger Agreement"), dated August 20, 2016, among the Issuer, Pfizer Inc., a Delaware corporation ("Parent"), and Montreal, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent ("Purchaser"), in exchange for a cash consideration of $81.50 per share (without interest) subject to any required withholding of taxes. Pursuant to the Merger Agreement, the Purchaser merged with and into the Issuer, with the Issuer surviving as a wholly-owned subsidiary of Parent (the "Merger"). In connection with the Merger, Purchaser offered to purchase all of the outstanding shares of common stock, par value $0.01 per share of the Issuer, at a price of $81.50 per share, net to the seller in cash (without interest) but subject to any required withholding of taxes, upon the terms and conditions set forth in the offer to purchase dated August 30, 2016, and in the related letter of transmittal.
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(
2)
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Includes 229 shares purchased through the Issuer's Employee Stock Purchase Plan on September 21, 2016.
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(
3)
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Represents unvested restricted stock units (the "RSUs") that were cancelled in the Merger and, in lieu of any issuance of shares in settlement of such RSUs, converted into the right to receive cash payment equal to $81.50 per share (without interest) subject to any required withholding of taxes. In connection with the Merger, vesting of the RSUs was accelerated and the RSUs became fully vested effective immediately prior to the effective time of the Merger.
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(
4)
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This option was cancelled in the Merger in exchange for a cash payment equal to $81.50 per share (without interest) subject to any required withholding of taxes minus the per share exercise price of the option. In connection with the Merger, vesting of the option was accelerated and the option became fully vested and exercisable effective immediately prior to the effective time of the Merger.
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(
5)
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The number of shares subject to the performance-based restricted stock unit (the "PSUs") is based on deemed satisfaction of all applicable performance goals at the maximum levels.
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(
6)
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The PSUs were cancelled in the Merger and, in lieu of any issuance of shares in settlement of such PSUs, converted into the right to receive cash payment equal to $81.50 per share (without interest)subject to any required withholding of taxes. In connection with the Merger, vesting of the PSUs was accelerated and the PSUs became fully vested effective immediately prior to the effective time of the Merger.
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(
7)
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This stock appreciation right (the "SAR") was cancelled in the Merger in exchange for a cash payment equal to $81.50 per share (without interest) subject to any required withholding of taxes minus the per share base price of the SAR.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Hirmand Mohammad
C/O MEDIVATION, INC.
525 MARKET ST., 36TH FLOOR
SAN FRANCISCO, CA 94105
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Interim Chief Medical Officer
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Signatures
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/s/ Carolyn Tang, Attorney-in-fact
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9/30/2016
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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