Patrick Machado Form 4 MEDIVATION / Patrick Machado ownership change

SEC Form 4

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

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X

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^*

Machado Patrick

(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)		70,792(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)	$8.64	09/28/2016		D			264,000	(3)	12/15/2019	Common Stock	264,000	(3)	0	D
Non-Qualified Stock Option (right to buy)	$3.3675	09/28/2016		D			33,336	(3)	12/15/2020	Common Stock	33,336	(3)	0	D
Non-Qualified Stock Option (right to buy)	$27.43	09/28/2016		D			90,000	(3)	12/17/2022	Common Stock	90,000	(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)	$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
Stock Appreciation Rights	$12.1975	09/28/2016		D			222,800	(4)	12/09/2021	Common Stock	222,800	(4)	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.

4. This stock appreciation right (the "SAR") 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 base price of the SAR.

Remarks:

	/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.
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