Sec Form 4 Filing - Harris Taylor C. @ MyoKardia, Inc. - 2020-11-17

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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Harris Taylor C.
2. Issuer Name and Ticker or Trading Symbol
MyoKardia, Inc. [ MYOK]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Financial Officer
(Last) (First) (Middle)
C/O MYOKARDIA, INC., 1000 SIERRA POINT PARKWAY
3. Date of Earliest Transaction (MM/DD/YY)
11/17/2020
(Street)
BRISBANE, CA94005
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 11/17/2020 U( 1 ) 42,559 ( 2 ) D 0 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to buy) $ 48.5 11/17/2020 D 100,000 ( 3 ) ( 3 ) Common Stock 100,000 ( 3 ) 0 D
Stock Option (Right to buy) $ 40.11 11/17/2020 D 49,400 ( 3 ) ( 3 ) Common Stock 49,400 ( 3 ) 0 D
Stock Option (Right to buy) $ 70.4 11/17/2020 D 46,060 ( 3 ) ( 3 ) Common Stock 46,060 ( 3 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Harris Taylor C.
C/O MYOKARDIA, INC.
1000 SIERRA POINT PARKWAY
BRISBANE, CA94005
Chief Financial Officer
Signatures
/s/ Denelle Waynick, as attorney-in-fact 11/19/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of October 3, 2020, by and among the Issuer, Bristol-Myers Squibb Company ("Parent"), and Gotham Merger Sub Inc., a direct wholly owned subsidiary of Parent ("Merger Sub"), pursuant to which Merger Sub completed a tender offer for shares of common stock of the Issuer (each, a "Share") and thereafter merged with and into the Issuer (the "Merger") effective as of November 17, 2020 (the "Effective Time"). At the Effective Time, each issued and outstanding Share was cancelled and converted into the right to receive $225.00 in cash (the "Offer Price") without interest and subject to applicable withholding taxes.
( 2 )A portion of this amount consists of unvested restricted stock units ("RSUs"). Pursuant to the terms of the Merger Agreement, each Issuer RSU that was outstanding immediately prior to the Effective Time, whether vested or unvested, was cancelled at the Effective Time and automatically converted into the right to receive for each Share underlying such RSU, without interest and subject to deduction for any required withholding under applicable tax law, an amount in cash from Parent or the Issuer equal to the Offer Price.
( 3 )Pursuant to the terms of the Merger Agreement, at the Effective Time, each Issuer option that was outstanding (whether vested or unvested) immediately prior to the Effective Time and then exercisable for a per share exercise price less than the Offer Price that would be payable in respect of the Shares underlying such Issuer option (was cancelled and automatically converted into solely the right to receive, for each Share underlying such Issuer option, without interest and subject to deduction for any required withholding under applicable tax law, an amount in cash from Parent or the Issuer equal to the excess of (i) the Offer Price over (ii) the per share exercise price of such Issuer option.

Remarks:
Exhibit 24.1 - Power of Attorney

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