Sec Form 4 Filing - Cassidy Bernard J @ Juno Therapeutics, Inc. - 2018-03-05

Insider filing report for Changes in Beneficial Ownership
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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
Cassidy Bernard J
2. Issuer Name and Ticker or Trading Symbol
Juno Therapeutics, Inc. [ JUNO]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
General Counsel & Secretary
(Last) (First) (Middle)
C/O 400 DEXTER AVENUE NORTH, SUITE 1200
3. Date of Earliest Transaction (MM/DD/YY)
03/05/2018
(Street)
SEATTLE, WA98109
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 03/05/2018( 1 ) U 5,558 ( 2 ) ( 3 ) D $ 87 79,825 D
Common Stock 03/05/2018( 1 ) D 18,293 ( 4 ) D 61,532 D
Common Stock 03/05/2018( 1 ) D 25,639 ( 4 ) D 35,893 D
Common Stock 03/05/2018( 1 ) D 35,893 ( 6 ) D 0 D
Common Stock 03/05/2018( 1 ) U 26,869 ( 8 ) D $ 87 0 I By Morgan Stanley Smith Barney LLC as Custodian for Bernard Cassidy IRA
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
Employee Stock Option (Right to Buy) $ 6.36 03/05/2018( 1 ) D 125,000 ( 9 ) 09/08/2024 Common Stock 125,000 ( 9 ) 0 D
Employee Stock Option (Right to Buy) $ 8.72 03/05/2018( 1 ) D 37,500 ( 9 ) 11/13/2024 Common Stock 37,500 ( 9 ) 0 D
Employee Stock Option (Right to Buy) $ 48.06 03/05/2018( 1 ) D 50,500 ( 9 ) 03/02/2025 Common Stock 50,500 ( 9 ) 0 D
Employee Stock Option (Right to Buy) $ 24.5 03/05/2018( 1 ) D 75,000 ( 9 ) 02/01/2026 Common Stock 75,000 ( 9 ) 0 D
Employee Stock Option (Right to Buy) $ 20.76 03/05/2018( 1 ) D 113,636 ( 9 ) 02/06/2027 Common Stock 113,636 ( 9 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Cassidy Bernard J
C/O 400 DEXTER AVENUE NORTH
SUITE 1200
SEATTLE, WA98109
General Counsel & Secretary
Signatures
/s/ Zachary D. Hale, attorney-in-fact 03/07/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On January 21, 2018, Juno Therapeutics, Inc. (the "Company"), entered into an Agreement and Plan of Merger (the "Merger Agreement") with Celgene Corporation ("Parent"), and Blue Magpie Corporation, a wholly owned subsidiary of Parent ("Purchaser"). On March 5, 2018, Purchaser irrevocably accepted for payment and promptly paid for, all shares of common stock validly tendered and not validly withdrawn pursuant to the Offer (as defined in the Merger Agreement). On March 6, 2018, Purchaser merged with and into the Company pursuant to Section 251(h) of the General Corporation Law of the State of Delaware, with the Company being the surviving corporation (the "Merger") and becoming a wholly-owned subsidiary of Parent.
( 2 )Pursuant to the terms of the Merger Agreement and the Offer, each share of common stock of the Company held by the Reporting Person, other than as described in notes (4) through (7) below, was validly tendered for $87.00 per share in cash, without interest and subject to withholding of taxes.
( 3 )Includes 121 shares acquired under the Company's employee stock purchase plan on February 23, 2018.
( 4 )Represents shares of common stock of the Company underlying time-based restricted stock units ("RSUs").
( 5 )Pursuant to the Merger Agreement, the vested portion of such RSUs (including the portion that received acceleration of vesting under the Merger Agreement) was cancelled and converted into the right to receive an amount in cash equal to the product of (i) the number of shares of common stock subject to such vested awards and (ii) $87.00 and the unvested portion of such RSUs was assumed by Parent and will be subject to the same terms and conditions as applied to each such RSUs immediately prior to the Offer Acceptance Time (as defined in the Merger Agreement), provided that the number of shares subject to such assumed Parent time-based restricted stock unit award was adjusted based on the Exchange Ratio (as defined in the Merger Agreement).
( 6 )Represents performance-based restricted stock awards ("PSAs").
( 7 )Pursuant to the Merger Agreement, all PSAs will vest as to 50% of the total number of PSAs subject to such awards, and such vested portion will be cancelled and converted into a right to receive an amount in cash equal to the product of (i) such 50% vested portion of the award and (ii) the $87.00. The remaining 50% of the PSAs will be assumed by Parent, provided that the number of shares subject to such PSAs will be adjusted based on the Exchange Ratio (as defined in the Merger Agreement) and the vesting will be adjusted such that (i) 60% of such remaining PSAs will vest on the one-year anniversary of the closing of the Merger and (ii) 40% of such remaining PSAs will vest on the earlier of (A) the second anniversary of the closing of the Merger and (B) the first approval by the U.S. Food and Drug Administration of JCAR017.
( 8 )Pursuant to the terms of the Merger Agreement and the Offer, each share of common stock of the Company held by Morgan Stanley Smith Barney LLC as Custodian for Bernard Cassidy IRA was validly tendered for $87.00 per share in cash, without interest and subject to withholding of taxes.
( 9 )Pursuant to the Merger Agreement, the vested portion of such Options (including the portion that received acceleration of vesting under the Merger Agreement) was cancelled and converted into the right to receive an amount in cash equal to the product of (i) the number of shares of common stock subject to such vested Option and (ii) $87.00 less the applicable exercise price, and the unvested portion (if an y) of such Options were assumed by Parent and will be subject to the same terms and conditions as applied to each such Option award immediately prior to the Offer Acceptance Time (as defined in the Merger Agreement), provided that the number of shares subject to such assumed Parent option, and the exercise price of such Parent option, will be adjusted based on the Exchange Ratio (as defined in the Merger Agreement).

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