Close

Form 4 MEDIVATION, INC. For: Sep 28 Filed by: Svoronos Dawn

September 30, 2016 5:56 PM EDT
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: December 31, 2014
Estimated average burden
hours per response: 0.5
  
 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
Svoronos Dawn
(Last) (First) (Middle)
C/O MEDIVATION, INC.
525 MARKET ST., 36TH FLOOR
(Street)
SAN FRANCISCO CA 94105
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
MEDIVATION, INC. [ MDVN ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
09/28/2016
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 09/28/2016   U (1)   21,206 (2) D (1) 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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 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: 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
Non-Qualified Stock Option (right to buy) $ 26.355 09/28/2016   D     30,000   (3) 04/30/2023 Common Stock 30,000 (3) 0 D  
Non-Qualified Stock Option (right to buy) $ 24.6 09/28/2016   D     12,232   (3) 06/28/2023 Common Stock 12,232 (3) 0 D  
Non-Qualified Stock Option (right to buy) $ 38.8863 09/28/2016   D     9,584   (3) 06/27/2024 Common Stock 9,584 (3) 0 D  
Non-Qualified Stock Option (right to buy) $ 44.815 09/28/2016   D     11,046   (3) 10/15/2024 Common Stock 11,046 (3) 0 D  
Non-Qualified Stock Option (right to buy) $ 55.45 09/28/2016   D     6,284   (3) 06/16/2025 Common Stock 6,284 (3) 0 D  
Non-Qualified Stock Option (right to buy) $ 58.89 09/28/2016   D     6,228   (3) 06/22/2026 Common Stock 6,228 (3) 0 D  
Explanation of Responses:
1. Disposed of pursuant to an Agreement and Plan of Merger (the "Merger Agreement"), dated August 20, 2016, among the Issuer, Pfizer Inc., a Delaware corporation ("Parent"), and Montreal, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent ("Purchaser"), in exchange for a cash consideration of $81.50 per share (without interest) subject to any required withholding of taxes. Pursuant to the Merger Agreement, the Purchaser merged with and into the Issuer, with the Issuer surviving as a wholly-owned subsidiary of Parent (the "Merger"). In connection with the Merger, Purchaser offered to purchase all of the outstanding shares of common stock, par value $0.01 per share of the Issuer, at a price of $81.50 per share, net to the seller in cash (without interest) but subject to any required withholding of taxes, upon the terms and conditions set forth in the offer to purchase dated August 30, 2016, and in the related letter of transmittal.
2. Includes 2,972 unvested shares subject to a restricted stock award.
3. This option was cancelled in the Merger in exchange for a cash payment equal to $81.50 per share (without interest) subject to any required withholding of taxes minus the per share exercise price of the option. In connection with the Merger, vesting of the option was accelerated and the option became fully vested and exercisable effective immediately prior to the effective time of the Merger.
/s/ Carolyn Tang, Attorney-in-fact 09/30/2016
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FREE Breaking News Alerts from StreetInsider.com!

E-mail Address

StreetInsider.com Top Tickers, 4/18/2024

1. UAL
2. JBHT
3. TSLA
4. SAGE
5. TRV
6. ASML
7. PLD
8. SLG
9. OMC
10. IBKR



Serious News for Serious Traders! Try StreetInsider.com Premium Free!

You May Also Be Interested In





Related Categories

SEC Filings