Carol Giltner Gallagher - Aug 17, 2022 Form 4 Insider Report for Turning Point Therapeutics, Inc. (TPTX)

Role
Director
Signature
/s/ Paolo Tombesi, Attorney-in-Fact
Stock symbol
TPTX
Transactions as of
Aug 17, 2022
Transactions value $
$0
Form type
4
Date filed
8/17/2022, 04:38 PM
Previous filing
Jun 27, 2022
Next filing
Nov 8, 2022

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction TPTX Stock Option (right to buy) Disposed to Issuer -8.5K -100% 0 Aug 17, 2022 Common Stock 8.5K $65.39 Direct F1, F2
transaction TPTX Stock Option (right to buy) Disposed to Issuer -8.5K -100% 0 Aug 17, 2022 Common Stock 8.5K $65.64 Direct F1, F2
transaction TPTX Stock Option (right to buy) Disposed to Issuer -30K -100% 0 Aug 17, 2022 Common Stock 30K $39.99 By the Gallagher Revocable Trust dated May 10, 2011 F1, F2
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Carol Giltner Gallagher is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of June 2, 2022, by and among Turning Point Therapeutics, Inc. (the "Issuer"), Bristol-Myers Squibb Company ("BMS") and Rhumba Merger Sub Inc., a wholly owned subsidiary of BMS ("Purchaser"), on August 17, 2022, Purchaser completed a tender offer for shares of common stock of the Issuer (each, a "Share") and thereafter merged with and into the Issuer, with the Issuer continuing as the surviving corporation and a wholly owned subsidiary of BMS (the "Merger").
F2 At the effective time of the Merger, pursuant to the Merger Agreement, each outstanding option was accelerated and became fully vested and exercisable and was cancelled and automatically converted into the right to receive cash, without interest, in an amount equal to the product of (i) the total number of Shares subject to such option multiplied by (ii) the excess of (x) $76.00 per Share over (y) the exercise price payable per Share under such option, net of any withholding taxes required to be deducted and withheld by applicable law.