Statement of Changes in Beneficial Ownership (4)
23 Oktober 2020 - 11:36PM
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).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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
*
Aghazadeh Behzad |
2. Issuer Name and Ticker or Trading Symbol
IMMUNOMEDICS INC
[
IMMU
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner _____ Officer (give title below) __X__ Other (specify below) See Remarks |
(Last)
(First)
(Middle)
C/O AVORO CAPITAL ADVISORS LLC, 110 GREENE STREET, SUITE 800 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
10/23/2020 |
(Street)
NEW YORK, NY 10012
(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)
___ Form filed by One Reporting Person
_
X
_ 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 | 10/23/2020 | | D | | 13516 (1) | D | (1) | 0 | D | |
Common Stock | 10/23/2020 | | D | | 26250000 (1) | D | (1) | 0 | I | See footnotes (2)(3) |
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) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 7. Title and Amount of Securities Underlying Derivative Security (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) | (4) | 10/23/2020 | | D | | | 202614 | (4) | (4) | Common Stock | 202614 | (4) | 0 | D | |
Restricted Stock Unit | (5) | 10/23/2020 | | D | | | 103718 | (5) | (5) | Common Stock | 103718 | (5) | 0 | D | |
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) | Such securities were held on behalf of accounts managed by Avoro Capital Advisors LLC (formerly venBio Select Advisor LLC), a Delaware limited liability company (the "Investment Manager") and Avoro Life Sciences Fund LLC (formerly venBio Select Fund LLC), a Delaware limited liability company, a fund managed by the Investment Manager. Behzad Aghazadeh ("Dr. Aghazadeh," and together with the Investment Manager, the "Reporting Persons") serves as the portfolio manager and controlling person of the Investment Manager. |
(3) | The filing of this statement shall not be deemed an admission that either of the Reporting Persons was the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Act of 1934, as amended, or otherwise. Each of the Reporting Persons expressly disclaims beneficial ownership of the securities reported herein except to the extent of its or his pecuniary interest therein. |
(4) | 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. |
(5) | In connection with the consummation of the Merger, at the Effective Time, each restricted stock unit to acquire shares of Common Stock ("Restricted Stock Unit") that was outstanding as of immediately prior to the Effective Time, whether vested or unvested, was automatically cancelled and converted into the right to receive an amount in cash equal to (A) the Offer Price, multiplied by (B) the total number of shares of Common Stock subject to such Restricted Stock Unit immediately prior to the Effective Time. |
Remarks: The Investment Manager may have been deemed a director by deputization of the Company by virtue of the fact that Dr. Aghazadeh served on the board of directors of the Company.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. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Aghazadeh Behzad C/O AVORO CAPITAL ADVISORS LLC 110 GREENE STREET, SUITE 800 NEW YORK, NY 10012 | X | X |
| See Remarks |
Avoro Capital Advisors LLC C/O AVORO CAPITAL ADVISORS LLC 110 GREENE STREET, SUITE 800 NEW YORK, NY 10012 |
| X |
| See Remarks |
Signatures
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/s/Behzad Aghazadeh | | 10/23/2020 |
**Signature of Reporting Person | Date |
Avoro Capital Advisors LLC, by: /s/ Behzad Aghazadeh, authorized signatory | | 10/23/2020 |
**Signature of Reporting Person | Date |
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