Sec Form 4 Filing - BALL BRYAN @ IMMUNOMEDICS INC - 2020-10-23

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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
BALL BRYAN
2. Issuer Name and Ticker or Trading Symbol
IMMUNOMEDICS INC [ IMMU]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Quality Officer
(Last) (First) (Middle)
C/O IMMUNOMEDICS, INC., 300 THE AMERICAN ROAD
3. Date of Earliest Transaction (MM/DD/YY)
10/23/2020
(Street)
MORRIS PLAINS, NJ07950
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 10/23/2020 D 10,000 ( 1 ) 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) ( 2 ) 10/23/2020 D 261,937 ( 2 ) ( 2 ) Common Stock 261,937 ( 2 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
BALL BRYAN
C/O IMMUNOMEDICS, INC.
300 THE AMERICAN ROAD
MORRIS PLAINS, NJ07950
Chief Quality Officer
Signatures
/s/ Bryan Ball 10/23/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )In connection with the consummation of the Merger, at the Effective Time, each share of common stock, par value $0.01 per share, of the Company ("Common Stock") that was outstanding immediately prior to the Effective Time (other than certain shares specified in the Agreement) was automatically cancelled and converted into the right to receive $88.00 in cash (the "Offer Price"), without interest and subject to required withholding taxes.
( 2 )In connection with the consummation of the Merger, at the Effective Time, each option to purchase shares of Common Stock ("Stock Option") that was outstanding as of immediately prior to the Effective Time, whether vested or not vested, was automatically cancelled and converted into the right to receive an amount in cash equal to (i) the excess, if any, of the Offer Price over the exercise price payable per share subject to such Stock Option, multiplied by (ii) the total number of shares of Common Stock subject to such Stock Option immediately prior to the Effective Time. Any Stock Option that had an exercise price per share that was equal to or greater than the Offer Price was cancelled for no consideration.

Remarks:
This Form 4 reports securities disposed of under the terms of the Agreement and Plan of Merger (the "Agreement"), dated as of September 13, 2020, by and among Immunomedics, Inc. (the "Company"), Gilead Sciences, Inc. ("Parent"), and Maui Merger Sub Inc., a wholly owned subsidiary of Parent ("Merger Sub"). Pursuant to the Agreement, on October 23, 2020 (the "Effective Time"), Merger Sub merged with and into the Company, with the Company becoming a wholly owned subsidiary of Parent (the "Merger"). A copy of the Agreement is included as Exhibit 2.1 to the Company's Form 8-K filed with the SEC on September 14, 2020.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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