Sec Form 4 Filing - PATRICK DEVAL L @ Global Blood Therapeutics, Inc. - 2022-10-05

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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
PATRICK DEVAL L
2. Issuer Name and Ticker or Trading Symbol
Global Blood Therapeutics, Inc. [ GBT]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O GLOBAL BLOOD THERAPEUTICS, INC., 181 OYSTER POINT BLVD.
3. Date of Earliest Transaction (MM/DD/YY)
10/05/2022
(Street)
SOUTH SAN FRANCISCO, CA94080
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 10/05/2022 D 9,037 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
Restricted Stock Units ( 3 ) 10/05/2022 D 3,600 ( 4 ) ( 4 ) Common Stock 3,600 ( 4 ) 0 D
Stock Option (Right to Buy) $ 68.75 10/05/2022 D 625 ( 5 ) ( 5 ) Common Stock 625 ( 5 ) 0 D
Stock Option (Right to Buy) $ 64.75 10/05/2022 D 5,247 ( 5 ) ( 5 ) Common Stock 5,247 ( 5 ) 0 D
Stock Option (Right to Buy) $ 37.09 10/05/2022 D 5,600 ( 5 ) ( 5 ) Common Stock 5,600 ( 5 ) 0 D
Stock Option (Right to Buy) $ 22.3 10/05/2022 D 5,600 ( 5 ) ( 5 ) Common Stock 5,600 ( 5 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
PATRICK DEVAL L
C/O GLOBAL BLOOD THERAPEUTICS, INC.
181 OYSTER POINT BLVD.
SOUTH SAN FRANCISCO, CA94080
X
Signatures
/s/ Miguel Carrillo, Attorney-in-Fact 10/06/2022
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 August 7, 2022, by and among the Issuer, Pfizer Inc., a Delaware corporation ("Parent"), and Ribeye Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), pursuant to which Merger Sub merged with and into the Issuer, with the Issuer surviving the merger as a wholly owned subsidiary of Parent (the "Merger"), effective as of the effective time of the Merger (the "Effective Time") on October 5, 2022. At the Effective Time, each share of the Issuer's common stock, par value $0.001 per share ("Common Stock"), reported in this Form 4 was converted into the right to receive $68.50 in cash (the "Merger Consideration"), without interest and subject to any required tax withholding, upon the terms and subject to the conditions of the Merger Agreement.
( 2 )(Continued from Footnote 1) From and after the Effective Time, all such shares of Common Stock were no longer outstanding and were automatically canceled.
( 3 )Each restricted stock unit of the Issuer ("RSU") represented a contingent right to receive one share of Common Stock.
( 4 )Pursuant to the terms of the Merger Agreement, at the Effective Time, subject to all required withholding taxes, each outstanding RSU was canceled and converted into the right to receive an amount in cash equal to (i) the number of shares of Common Stock subject to such RSU immediately prior to the completion of the Merger multiplied by (ii) the Merger Consideration.
( 5 )Pursuant to the terms of the Merger Agreement, at the Effective Time, subject to all required withholding taxes, each outstanding option to purchase shares of Common Stock granted under an Issuer equity plan (each, an "Issuer Stock Option"), whether vested or unvested, was canceled in exchange for the right to receive an amount in cash equal to (i) the number of shares of Common Stock subject to such Issuer Stock Option immediately prior to the Effective Time multiplied by (ii) the excess, if any, of the Merger Consideration over the exercise price per share of such Issuer Stock Option. Any Issuer Stock Option with an exercise price per share that is greater than or equal to the Merger Consideration was canceled at the Effective Time for no consideration or payment.

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